SAN JOSE, Calif., March 18, 2010 /PRNewswire via COMTEX News Network/ -- SunPower Corp. (Nasdaq: SPWRA, SPWRB) today announced financial results for its 2009 fourth quarter and fiscal year 2009 which ended January 3, 2010. Revenue for the 2009 fourth quarter was $548 million which compares to $465 million in the third quarter of 2009 and $398 million in the fourth quarter of 2008. The company's Components and Systems segments accounted for 62% and 38% of fourth-quarter 2009 revenue, respectively. The company also issued a press release reporting the results of its audit committee investigation concurrent with this release.
"Our 2009 year-end results reflect the continued success of our portfolio strategy to channels and geographic markets as we further expanded our global dealer presence and completed construction of more than 40 megawatts (MW) of large scale power plant projects during the fourth quarter," said Tom Werner, SunPower's CEO. "In the past four years, we have invested heavily in our long-term strategy of building our brand and channel, and this investment continues to pay off. In the residential channel, our strong brand enabled us to double the number of dealer partners in 2009 and we are selling our high-efficiency systems to approximately 1,000 dealer partners in eight countries. Additionally, as a result of our rapid growth and expanding customer base, we have started to re-align our business units into Residential and Commercial (R&C) and Utilities and Power Plants (UPP). As part of this strategy, we have appointed Jim Pape, former vice president of North America for Trane Commercial Systems, to lead our R&C business group. With more than 25 years of management experience, we are excited to have Jim join the team.
"In the systems segment, we added to our industry-leading installed base by delivering on our engineering, procurement and construction (EPC) commitments, installing more than 100 MW of rooftop and ground mounted systems in 2009. In the fourth quarter, we completed the largest Italian photovoltaic (PV) power plant to date at 24 MW, installed 10 MW for Florida Power & Light at the Kennedy Space Center, and substantially completed our 8-MW project for Exelon in Chicago. We are also encouraged by the continued improvement in credit conditions as evidenced by the recent financing of our 19-MW project with Xcel Energy in Colorado.
"Additionally, our global UPP pipeline continues to grow as customers are choosing SunPower for our industry-leading technology, bankability, significant EPC experience, and ability to offer a competitive levelized cost of energy. With the acquisition of SunRay Renewable Energy, we will significantly increase our demand visibility by adding more than 1,200 MW of Europe, Middle East and Africa (EMEA) power plant opportunities to our pipeline with more than 80 MW planned for delivery in Italy in 2010. This acquisition of the premiere European developer and financing team complements our established European team, enabling us to offer our customers a world-class utility power plant development expertise in both the United States and Europe. Looking forward, we see demand remaining strong for 2010 across all segments. Our recent wins with Toshiba and Southern California Edison position us well for multi-year supply agreements in our UPP business on top of our continued success in R&C," Werner concluded.
On a Generally Accepted Accounting Principles (GAAP) basis for the 2009 fourth quarter, SunPower reported gross margin of 20.3%, operating income of $43.0 million and net income per diluted share of $0.09. This compares to gross margin of 21.5%, operating income of $46.2 million and net income per diluted share of $0.20 in the third quarter of 2009. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. The company's fourth-quarter GAAP results include $3.6 million, or $0.03 per diluted share, in expenses related to its recently completed accounting investigation.
On a non-GAAP basis for the fourth quarter of 2009, SunPower reported a total gross margin of 21.7%. Operating income for the quarter was $60.3 million and net income per share was $0.47. The company's fourth-quarter non-GAAP results include $3.6M million, or $0.03 per diluted share, in expenses related to the completed accounting investigation. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. In the third quarter 2009, the company reported non-GAAP gross margin of 23.1%, operating income of $63.8 million and $0.46 net income per share. For the 2009 fourth quarter, the Components segment non-GAAP gross margin was 21.5% and Systems segment gross margin was 21.9%. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release.
"We improved our working capital efficiency during the fourth quarter reducing inventories by 12%, generating positive operating cash flow and ending the year with more than $925 million in cash and investments," said Dennis Arriola, SunPower's CFO. "Despite the difficult industry conditions in the first half of 2009, we grew revenue by 6% versus 2008. With the completion of the audit committee investigation, our efforts will focus on strengthening the trust with our stakeholders, customers and employees while driving increased shareholder value.
"Looking forward, our acquisition of SunRay positions us for more predictable growth in the second half of 2010 and into 2011. By extending into the development business, we expect to expand our gross profits as we monetize these power plants. We will strategically use our balance sheet to accelerate the development of these projects. This strategy will significantly shift the timing of revenue of these projects from the first half of the year to the second half of 2010," concluded Arriola.
2010 Guidance
For fiscal year 2010, the company's non-GAAP guidance is as follows: revenue of $2.0 billion to $2.25 billion, net income per diluted share of $1.25 to $1.65, capital expenditures of $375 million to $475 million, and solar cell production of approximately 550 MW. For fiscal year 2010, the company's GAAP guidance is as follows: revenue of $2.00 billion to $2.25 billion and net income per diluted share of $0.05 to $0.35.
For the first quarter of 2010, the company's non-GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately $0.05. Guidance for the first quarter of 2010 includes the negative impact of $3.3 million or $0.03 per diluted share in SunRay acquisition costs and $5.3 million or $0.04 per diluted share in costs associated with the company's accounting investigation.
For the first quarter of 2010, the company's GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately breakeven. Guidance includes the negative impact from the company's accounting investigation and SunRay acquisition referenced above.
This press release contains both GAAP and non-GAAP financial information. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2009 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate MW on an alternating current (ac) basis while supply agreements are expressed in direct current (dc).
About SunPower
Founded in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the planet's most powerful solar technology broadly available today. Residential, business, government and utility customers rely on the company's experience and proven results to maximize return on investment. With headquarters in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.sunpowercorp.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words and phrases such as "pipeline," "to be completed," "rapid," "growth," "expanding," "continues," "grow," "opportunities," "planed," "looking forward," "see," "demand," "remaining," "position," "continued," "predictable," "will," "guidance," and "expects" to identify forward-looking statements in this press release, including forward-looking statements regarding: (a) acquisition of SunRay and increase in business pipeline of 1.2 gigawatt pipeline of opportunities in Europe, Middle East and Africa, including including more than 80 MW planned for delivery in Italy in 2010; (b) 200 MW, 5-year supply agreement with Southern California Edison; (c) construction schedule for 19-MW power plant for Xcel Energy; (d) rapid growth, expanding customer base, growing global UPP pipeline, and strong demand for 2010 across all segments; (e) improving credit conditions and bankability of SunPower projects; (f) the company's ability to offer competitive levelized cost of energy; (g) possible multi-year supply agreements in the company's UPP business and continued success in R&C; (h) increasing shareholder value; (i) predictable growth and expanding gross margins when the company monetizes power plants; (j) using the company's balance sheet to accelerate project development; (k) shifting revenue from first half of 2010 to second half of 2010; (l) GAAP and non-GAAP fiscal year 2010 revenue and net income per diluted share; (m) 2010 capital expenditures and solar cell production; (n) GAAP and non-GAAP first quarter 2010 revenue and net income per diluted share; and (o) estimated SunRay acquisition costs and accounting investigation costs. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) the company's ability to obtain and maintain an adequate supply of raw materials and components, as well as the price it pays for such items; (ii) general business and economic conditions, including seasonality of the industry; (iii) growth trends in the solar power industry; (iv) the continuation of governmental and related economic incentives promoting the use of solar power, particularly in Europe, Middle East, and Africa within the acquired pipeline; (v) the improved availability of third-party financing arrangements for the company's customers; (vi) construction difficulties or potential delays, including permitting and transmission access and upgrades; (vii) the company's ability to ramp new production lines and realize expected manufacturing efficiencies; (viii) manufacturing difficulties that could arise; (ix) the success of the company's ongoing research and development efforts to compete with other companies and competing technologies; (x) the company's ability to sell or otherwise monetize power plants; (xi) SCE's exercising early termination rights to purchase less than 200 megawatts during the term of the agreement; (xii) the satisfaction of closing conditions and the possibility that SunRay acquisition may not be completed; (xiii) potential difficulties associated with integrating the combined businesses; and (xiv) other risks described in the company's Annual Report on Form 10-K for the year ended December 28, 2008, its Quarterly Report on Form 10-Q for the quarter ended September 27, 2009, and other filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Segment Reporting Information
For fourth quarter 2009 reporting purposes, the Systems segment generally represents products and services sold directly to the system owner. Additionally, both SunPower and third-party solar panels sold through the Systems segment channels are recorded as Systems segment revenue. The Components segment primarily represents products sold to installers and resellers.
Non-GAAP Measures
To supplement the consolidated financial results prepared under GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to the company's convertible debt offering, and its related tax effects. Management does not consider these charges in evaluating the core operational activities of SunPower. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate SunPower's current performance. Most analysts covering SunPower use the non-GAAP measures as well. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in SunPower's core business across different time periods. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data and may be different from non-GAAP measures used by other companies.
Fiscal Periods
The Company reports on a fiscal-year basis and ends its quarters on the Sunday closest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of that fiscal year. Fiscal year 2009 consists of 53 weeks while fiscal year 2008 consists of 52 weeks. The third quarter of fiscal 2009 ended on September 27, 2009 and the third quarter of fiscal 2008 ended on September 29, 2008.
SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.
SUNPOWER CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) ASSETS Cash and cash equivalents $615,879 $202,331 Restricted cash 310,658 175,277 Investments 172 40,756 Accounts receivable, net 248,833 194,222 Costs and estimated earnings in excess of billings 26,062 29,750 Inventories 202,301 248,255 Prepaid expenses and other assets 196,022 170,851 Advances to suppliers 190,628 162,610 Property, plant and equipment, net 682,344 622,484 Goodwill and other intangible assets, net 223,137 236,210 ------- ------- Total assets $2,696,036 $2,082,746 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $234,692 $259,429 Accrued and other liabilities 190,830 186,831 Bank loans 248,953 54,598 Convertible debt 536,574 357,173 Billings in excess of costs and estimated earnings 17,346 15,634 Customer advances 92,120 110,394 ------ ------- Total liabilities 1,320,515 984,059 Stockholders' equity 1,375,521 1,098,687 --------- --------- Total liabilities and stockholders' equity $2,696,036 $2,082,746 ========== ========== SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Revenue: Systems $207,630 $167,466 $110,421 Components 340,308 297,895 188,920 ------- ------- ------- 547,938 465,361 299,341 Cost of revenue: Cost of systems revenue 165,164 142,070 96,036 Cost of components revenue 271,797 223,461 162,627 ------- ------- ------- 436,961 365,531 258,663 Gross margin 110,977 99,830 40,678 Operating expenses: Research and development 8,575 8,250 6,937 Selling, general and administrative 59,733 45,332 42,775 ------ ------ ------ Total operating expenses 68,308 53,582 49,712 ------ ------ ------ Operating income (loss) 42,669 46,248 (9,034) Other income (expense): Gain on purchased options - - 21,193 Interest and other income (expense), net (11,436) (9,269) (5,956) ------- ------ ------ Other income (expense), net (11,436) (9,269) 15,237 Income (loss) before income taxes and equity in earnings of unconsolidated investees 31,233 36,979 6,203 Provision for (benefit from) income taxes 25,485 19,962 (5,223) ------ ------ ------ Income (loss) before equity in earnings of unconsolidated investees 5,748 17,017 11,426 Equity in earnings of unconsolidated investees, net of taxes 2,924 2,627 3,133 ----- ----- ----- Net income (loss) $8,672 $19,644 $14,559 ====== ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $0.09 $0.21 $0.16 - Diluted $0.09 $0.20 $0.16 Weighted- average shares: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Revenue: Systems $103,953 $174,976 Components 107,690 223,109 ------- ------- 211,643 398,085 Cost of revenue: Cost of systems revenue 95,324 139,730 Cost of components revenue 84,084 146,608 ------ ------- 179,408 286,338 Gross margin 32,235 111,747 Operating expenses: Research and development 7,880 5,970 Selling, general and administrative 42,404 50,599 ------ ------ Total operating expenses 50,284 56,569 ------ ------ Operating income (loss) (18,049) 55,178 Other income (expense): Gain on purchased options - - Interest and other income (expense), net (12,094) (21,739) ------- ------- Other income (expense), net (12,094) (21,739) Income (loss) before income taxes and equity in earnings of unconsolidated investees (30,143) 33,439 Provision for (benefit from) income taxes (19,196) 13,250 ------- ------ Income (loss) before equity in earnings of unconsolidated investees (10,947) 20,189 Equity in earnings of unconsolidated investees, net of taxes 1,245 8,271 ----- ----- Net income (loss) $(9,702) $28,460 ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $(0.12) $0.34 - Diluted $(0.12) $0.33 Weighted- average shares: - Basic 83,749 83,244 - Diluted 83,749 85,356 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Revenue: Systems $589,470 $823,307 Components 934,813 614,287 ------- ------- 1,524,283 1,437,594 Cost of revenue: Cost of systems revenue 498,594 659,752 Cost of components revenue 741,969 428,221 ------- ------- 1,240,563 1,087,973 Gross margin 283,720 349,621 Operating expenses: Research and development 31,642 21,474 Selling, general and administrative 190,244 173,740 ------- ------- Total operating expenses 221,886 195,214 ------- ------- Operating income (loss) 61,834 154,407 Other income (expense): Gain on purchased options 21,193 - Interest and other income (expense), net (38,755) (38,338) ------- ------- Other income (expense), net (17,562) (38,338) Income (loss) before income taxes and equity in earnings of unconsolidated investees 44,272 116,069 Provision for (benefit from) income taxes 21,028 40,618 ------ ------ Income (loss) before equity in earnings of unconsolidated investees 23,244 75,451 Equity in earnings of unconsolidated investees, net of taxes 9,929 14,077 ----- ------ Net income (loss) $33,173 $89,528 ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $0.36 $1.10 - Diluted $0.36 $1.05 Weighted- average shares: - Basic 91,050 80,522 - Diluted 92,746 83,947 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Cash flows from operating activities: Net income (loss) $8,672 $19,644 $14,559 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 12,790 13,074 12,076 Depreciation 24,282 21,414 20,569 Amortization of other intangible assets 4,178 4,146 4,098 Impairment of investments and long- lived assets (554) 190 489 Non-cash interest expense 5,744 5,250 5,915 Amortization of debt issuance costs 687 733 1,184 Gain on purchased options - - (21,193) Equity in earnings of unconsolidated investees (2,924) (2,627) (3,133) Excess tax benefits from stock- based award activity (10,522) (7,127) - Deferred income taxes and other tax liabilities 24,583 15,025 (12,782) Changes in operating assets and liabilities, net of effect of acquisitions: - - - Accounts receivable (7,225) (18,794) (65,422) Costs and estimated earnings in excess of billings 47,602 (60,071) 21,257 Inventories 25,964 21,695 92,130 Prepaid expenses and other assets (6,476) 15,465 (33,751) Advances to suppliers (53,068) 3,435 13,746 Accounts payable and other accrued liabilities 19,193 93,380 (79,695) Billings in excess of costs and estimated earnings (130) (33,479) 34,440 Customer advances (4,770) (5,553) 2,094 ------ ------ ----- Net cash provided by (used in) operating activities 88,026 85,800 6,581 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents 10,128 (103,247) (33,151) Purchases of property, plant and equipment (18,187) (37,957) (59,566) Proceeds from sale of equipment to third- party 83 1,976 7,902 Purchases of available- for-sale securities - - - Proceeds from sales or maturities of available- for-sale securities 9,604 9,867 1,501 Cash paid for acquisitions, net of cash acquired - - - Cash paid for investments in joint ventures and other non-public companies (903) (1,500) - ---- ------ --- Net cash provided by (used in) investing activities 725 (130,861) (83,314) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 54,008 54,701 29,773 Proceeds from issuance of convertible debt, net of issuance costs - - 225,018 Proceeds from offering of class A common stock, net of offering expenses - (114) 218,895 Cash paid for repurchased convertible debt - (7,687) (67,949) Cash paid for purchased options - - (97,336) Proceeds from warrant transactions - - 71,001 Proceeds from exercise of stock options 121 570 442 Excess tax benefits from stock- based award activity 10,522 7,127 - Purchases of stock for tax withholding obligations on vested restricted stock (619) (586) (763) ---- ---- ---- Net cash provided by financing activities 64,032 54,011 379,081 Effects of exchange rate changes on cash and equivalents (9,030) 6,341 5,377 ------ ----- ----- Net increase (decrease) in cash and cash equivalents 143,753 15,291 307,725 Cash and cash equivalents at beginning of period $472,126 456,835 149,110 -------- ------- Cash and cash equivalents at end of period $615,879 $472,126 $456,835 ======== ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $7,320 $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 508 873 1,510 Issuance of common stock for purchase acquisition - - 1,471 Issuance of common stock for repurchased convertible debt - - - Change in goodwill relating to adjustments to acquired net assets - - - THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Cash flows from operating activities: Net income (loss) $(9,702) $28,460 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 9,054 18,194 Depreciation 18,365 18,376 Amortization of other intangible assets 4,052 4,210 Impairment of investments and long- lived assets 1,318 4,475 Non-cash interest expense 5,021 4,192 Amortization of debt issuance costs 537 537 Gain on purchased options - - Equity in earnings of unconsolidated investees (1,245) (8,271) Excess tax benefits from stock- based award activity - (12,089) Deferred income taxes and other tax liabilities (17,003) (8,467) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable 40,931 (2,251) Costs and estimated earnings in excess of billings (3,178) 30,869 Inventories (86,049) (60,282) Prepaid expenses and other assets 11,671 (32,157) Advances to suppliers 7,993 (17,805) Accounts payable and other accrued liabilities (24,798) 73,440 Billings in excess of costs and estimated earnings 88 5,501 Customer advances (10,180) (5,759) ------- ------ Net cash provided by (used in) operating activities (53,125) 41,173 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (9,185) (65,237) Purchases of property, plant and equipment (52,101) (115,163) Proceeds from sale of equipment to third- party - - Purchases of available- for-sale securities - - Proceeds from sales or maturities of available- for-sale securities 18,177 21,885 Cash paid for acquisitions, net of cash acquired - (0) Cash paid for investments in joint ventures and other non-public companies - - --- --- Net cash provided by (used in) investing activities (43,109) (158,515) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 51,232 54,598 Proceeds from issuance of convertible debt, net of issuance costs - - Proceeds from offering of class A common stock, net of offering expenses - - Cash paid for repurchased convertible debt - (1,187) Cash paid for purchased options - - Proceeds from warrant transactions - - Proceeds from exercise of stock options 396 1,342 Excess tax benefits from stock- based award activity - 12,089 Purchases of stock for tax withholding obligations on vested restricted stock (2,359) (829) ------ ---- Net cash provided by financing activities 49,269 66,013 Effects of exchange rate changes on cash and equivalents (6,256) (2,955) ------ ------ Net increase (decrease) in cash and cash equivalents (53,221) (54,285) Cash and cash equivalents at beginning of period 202,331 256,616 ------- Cash and cash equivalents at end of period $149,110 $202,331 ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $18,780 $ - Non-cash interest expense capitalized and added to the cost of qualified assets 2,073 2,563 Issuance of common stock for purchase acquisition - - Issuance of common stock for repurchased convertible debt - 40 Change in goodwill relating to adjustments to acquired net assets - 945 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Cash flows from operating activities: Net income (loss) $33,173 $89,528 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 46,994 70,220 Depreciation 84,630 54,473 Amortization of other intangible assets 16,474 16,762 Impairment of investments and long- lived assets 1,443 7,611 Non-cash interest expense 21,930 16,909 Amortization of debt issuance costs 3,141 2,148 Gain on purchased options (21,193) - Equity in earnings of unconsolidated investees (9,929) (14,077) Excess tax benefits from stock- based award activity (17,649) (40,696) Deferred income taxes and other tax liabilities 9,823 17,363 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (50,510) (57,575) Costs and estimated earnings in excess of billings 5,610 9,256 Inventories 53,740 (95,712) Prepaid expenses and other assets (13,091) (59,284) Advances to suppliers (27,894) 1,297 Accounts payable and other accrued liabilities 4,538 150,078 Billings in excess of costs and estimated earnings 919 (53,595) Customer advances (18,409) 40,125 ------- ------ Net cash provided by (used in) operating activities 123,740 154,831 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (135,455) (107,390) Purchases of property, plant and equipment (167,811) (265,905) Proceeds from sale of equipment to third- party 9,961 - Purchases of available- for-sale securities - (65,748) Proceeds from sales or maturities of available- for-sale securities 39,149 155,833 Cash paid for acquisitions, net of cash acquired - (18,311) Cash paid for investments in joint ventures and other non-public companies (2,403) (24,625) ------ ------- Net cash provided by (used in) investing activities (256,559) (326,146) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 193,256 54,598 Proceeds from issuance of convertible debt, net of issuance costs 225,018 - Proceeds from offering of class A common stock, net of offering expenses 218,781 - Cash paid for repurchased convertible debt (75,636) (1,187) Cash paid for purchased options (97,336) - Proceeds from warrant transactions 71,001 - Proceeds from exercise of stock options 1,529 5,128 Excess tax benefits from stock- based award activity 17,649 40,696 Purchases of stock for tax withholding obligations on vested restricted stock (4,327) (6,682) ------ ------ Net cash provided by financing activities 549,935 92,553 Effects of exchange rate changes on cash and equivalents (3,568) (4,121) ------ ------ Net increase (decrease) in cash and cash equivalents 413,548 (82,883) Cash and cash equivalents at beginning of period 202,331 285,214 ------- Cash and cash equivalents at end of period $615,879 $202,331 ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $21,722 Non-cash interest expense capitalized and added to the cost of qualified assets 4,964 8,930 Issuance of common stock for purchase acquisition 1,471 3,054 Issuance of common stock for repurchased convertible debt - 40 Change in goodwill relating to adjustments to acquired net assets - 1,176 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) (Presented on a GAAP Basis) Gross margin $110,977 $99,830 $40,678 Operating income (loss) $42,669 $46,248 $(9,034) Net income (loss) per share of class A and class B common stock: -Basic $0.09 $0.21 $0.16 -Diluted $0.09 $0.20 $0.16 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) (Presented on a GAAP Basis) Gross margin $32,235 $111,747 Operating income (loss) $(18,049) $55,178 Net income (loss) per share of class A and class B common stock: -Basic $(0.12) $0.34 -Diluted $(0.12) $0.33 (In thousands, except per share data) TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) (Presented on a GAAP Basis) Gross margin $283,720 $349,621 Operating income (loss) $61,834 $154,407 Net income (loss) per share of class A and class B common stock: -Basic $0.36 $1.10 -Diluted $0.36 $1.05 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) (Presented on a non-GAAP Basis) Gross margin $118,661 $107,299 $49,270 Operating income (loss) $60,271 $63,833 $8,380 Net income (loss) per share of class A and class B common stock: -Basic $0.48 $0.50 $0.09 -Diluted $0.47 $0.46 $0.09 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) (Presented on a non-GAAP Basis) Gross margin $36,424 $120,165 Operating income (loss) $(4,443) $77,899 Net income (loss) per share of class A and class B common stock: -Basic $(0.09) $0.68 -Diluted $(0.09) $0.66 (In thousands, except per share data) TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) (Presented on a non-GAAP Basis) Gross margin $311,654 $383,503 Operating income (loss) $128,041 $244,386 Net income (loss) per share of class A and class B common stock: -Basic $1.03 $2.22 -Diluted $1.01 $2.13
About SunPower's Non-GAAP Financial Measures
To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to its convertible debt offering, and the related tax effects of these non-GAAP adjustments. The specific non-GAAP measures listed below are gross margin, operating income and net income per share. Management believes that each of these non-GAAP measures (gross margin, operating income and net income per share) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of these non-cash items. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense and a gain on purchased options related to its convertible debt offering. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP results should be reviewed together with the GAAP results and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.
o Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.
o Non-GAAP operating income. The use of this non-GAAP financial measure allows management to evaluate the operating results of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of the company's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.
o Non-GAAP net income per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess the company's operating results and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense, a gain on purchased options related to its convertible debt offering and the tax effects of these non-GAAP adjustments. In addition, investors and analysts can compare SunPower's operating results on a more consistent basis against that of other companies in the industry. It should be noted that diluted weighted-average shares are determined on a GAAP basis and the resulting share count is used for computing both GAAP and Non-GAAP diluted net income per share.
Non-Cash Items
o Amortization of intangible assets. SunPower incurs amortization of intangible assets as a result of acquisitions, which includes in-process research and development, purchased technology, patents and trade names. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.
o Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.
o Impairment of long-lived assets. SunPower incurred an impairment of long-lived assets in the first quarter of fiscal 2008, which relates to the discontinuation of its imaging detector product line. SunPower excluded this item because the expense is not reflective of its ongoing operating results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash expenses such as impairment of long-lived assets.
o Non-cash interest expense. Under new accounting guidance, SunPower separately accounts for the liability and equity components of its convertible debt in a manner that reflects interest expense equal to its non-convertible debt borrowing rate. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.
o Gain on purchased options related to SunPower's convertible debt offering. In connection with the issuance of its 4.75% senior convertible debentures in May 2009, SunPower entered into certain convertible debenture hedge transactions with respect to its class A common stock intended to reduce the potential dilution that would occur upon conversion of the debentures. The convertible debenture hedge transactions consisting of call option instruments are deemed to be a mark-to-market derivative during the period in which the over-allotment option in favor of the debenture underwriters is unexercised. SunPower entered into the underwriting agreement on April 28, 2009 and the debenture underwriters exercised the over-allotment option on April 29, 2009. During the one-day period that the underwriters' over-allotment option was outstanding, SunPower's class A common stock price increased substantially. SunPower excluded the $21.2 million gain relating to the purchased options from its non-GAAP results because it was not realized in cash and it is not reflective of the company's ongoing financial results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash income from a gain on purchased options.
o Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income per share.
For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP results of operations measures to non-GAAP measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.
SUNPOWER CORPORATION RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES (Unaudited) (In thousands, except per share data) STATEMENT OF OPERATIONS DATA: THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) GAAP gross margin $110,977 $99,830 $40,678 Amortization of intangible assets 2,807 2,802 2,795 Stock-based compensation expense 4,243 4,302 4,557 Impairment of long- lived assets - - - Non-cash interest expense 634 365 1,240 --- --- ----- Non-GAAP gross margin $118,661 $107,299 $49,270 ======== ======== ======= GAAP operating income (loss) $42,669 $46,248 $(9,034) Amortization of intangible assets 4,178 4,146 4,098 Stock-based compensation expense 12,790 13,074 12,076 Impairment of long- lived assets - - - Non-cash interest expense 634 365 1,240 --- --- ----- Non-GAAP operating income (loss) $60,271 $63,833 $8,380 ======= ======= ====== THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) GAAP gross margin $32,235 $111,747 Amortization of intangible assets 2,793 2,930 Stock-based compensation expense 896 5,171 Impairment of long- lived assets - - Non-cash interest expense 500 317 --- --- Non-GAAP gross margin $36,424 $120,165 ======= ======== GAAP operating income (loss) $(18,049) $55,178 Amortization of intangible assets 4,052 4,210 Stock-based compensation expense 9,054 18,194 Impairment of long- lived assets - - Non-cash interest expense 500 317 --- --- Non-GAAP operating income (loss) $(4,443) $77,899 ======= ======= TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) GAAP gross margin $283,720 $349,621 Amortization of intangible assets 11,197 11,996 Stock-based compensation expense 13,998 18,889 Impairment of long- lived assets - 2,203 Non-cash interest expense 2,739 794 ----- --- Non-GAAP gross margin $311,654 $383,503 ======== ======== GAAP operating income (loss) $61,834 $154,407 Amortization of intangible assets 16,474 16,762 Stock-based compensation expense 46,994 70,220 Impairment of long- lived assets - 2,203 Non-cash interest expense 2,739 794 ----- --- Non-GAAP operating income (loss) $128,041 $244,386 ======== ======== NET INCOME PER SHARE: THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Basic: ------ GAAP net income (loss) per share $0.09 $0.21 $0.16 Reconciling items: Amortization of intangible assets 0.04 0.04 0.04 Stock-based compensation expense 0.13 0.14 0.13 Impairment of long- lived assets - - - Non-cash interest expense 0.06 0.06 0.06 Gain on purchased options - - (0.23) Tax effect 0.16 0.05 (0.07) ---- ---- ----- Non-GAAP net income (loss) per share $0.48 $0.50 $0.09 ===== ===== ===== Diluted: GAAP net income (loss) per share $0.09 $0.20 $0.16 Reconciling items: Amortization of intangible assets 0.04 0.04 0.04 Stock-based compensation expense 0.13 0.12 0.13 Impairment of long- lived assets - - - Non-cash interest expense 0.06 0.05 0.06 Gain on purchased options - - (0.23) Tax effect 0.15 0.05 (0.07) ---- ---- ----- Non-GAAP net income (loss) per share $0.47 $0.46 $0.09 ===== ===== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 Non-GAAP net income (loss) per share: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Basic: ------ GAAP net income (loss) per share $(0.12) $0.34 Reconciling items: Amortization of intangible assets 0.05 0.05 Stock-based compensation expense 0.11 0.22 Impairment of long- lived assets - - Non-cash interest expense 0.06 0.05 Gain on purchased options - - Tax effect (0.19) 0.02 ----- ---- Non-GAAP net income (loss) per share $(0.09) $0.68 ====== ===== Diluted: GAAP net income (loss) per share $(0.12) $0.33 Reconciling items: Amortization of intangible assets 0.05 0.05 Stock-based compensation expense 0.11 0.21 Impairment of long- lived assets - - Non-cash interest expense 0.06 0.05 Gain on purchased options - - Tax effect (0.19) 0.02 ----- ---- Non-GAAP net income (loss) per share $(0.09) $0.66 ====== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 83,749 83,244 - Diluted 83,749 85,356 Non-GAAP net income (loss) per share: - Basic 83,749 83,244 - Diluted 83,749 85,356 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Basic: ------ GAAP net income (loss) per share $0.36 $1.10 Reconciling items: Amortization of intangible assets 0.18 0.21 Stock-based compensation expense 0.51 0.86 Impairment of long- lived assets - 0.03 Non-cash interest expense 0.24 0.21 Gain on purchased options (0.23) - Tax effect (0.03) (0.19) ----- ----- Non-GAAP net income (loss) per share $1.03 $2.22 ===== ===== Diluted: GAAP net income (loss) per share $0.36 $1.05 Reconciling items: Amortization of intangible assets 0.18 0.20 Stock-based compensation expense 0.50 0.83 Impairment of long- lived assets - 0.03 Non-cash interest expense 0.24 0.20 Gain on purchased options (0.23) - Tax effect (0.04) (0.18) ----- ----- Non-GAAP net income (loss) per share $1.01 $2.13 ===== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 91,050 80,522 - Diluted 92,746 83,947 Non-GAAP net income (loss) per share: - Basic 91,050 80,522 - Diluted 92,746 83,947
The following supplemental data represents the individual charges and credits that are excluded from SunPower's non-GAAP financial measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.
SUPPLEMENTAL DATA (In thousands) THREE MONTHS ENDED ------------------ January 3, 2010 --------------- Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $966 $ - Stock-based compensation expense 1,004 3,239 1,647 Non-cash interest expense 186 448 - Tax effect - - - --- --- --- $3,031 $4,653 $1,647 ====== ====== ====== THREE MONTHS ENDED ------------------ January 3, 2010 --------------- Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,371 $ - $ - Stock- based compensation expense 6,900 - - Non-cash interest expense - 5,110 - Tax effect - - 14,540 --- --- ------ $8,271 $5,110 $14,540 ====== ====== ======= September 27, 2009 ------------------ Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $961 $ - Stock-based compensation expense 1,494 2,808 1,736 Non-cash interest expense 87 278 - Tax effect - - - --- --- --- $3,422 $4,047 $1,736 ====== ====== ====== September 27, 2009 ------------------ Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,344 $ - $ - Stock- based compensation expense 7,036 - - Non-cash interest expense - 4,885 - Tax effect - - 4,928 --- --- ----- $8,380 $4,885 $4,928 ====== ====== ====== June 28, 2009 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $954 $ - Stock-based compensation expense 1,474 3,083 1,566 Non-cash interest expense 347 893 - Gain on purchased options - - - Tax effect - - - --- --- --- $3,662 $4,930 $1,566 ====== ====== ====== June 28, 2009 Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,303 $ - $ - Stock- based compensation expense 5,953 - - Non-cash interest expense - 4,675 - Gain on purchased options - (21,193) - Tax effect - - (7,009) --- --- ------ $7,256 $(16,518) $(7,009) ====== ======== ======= March 29, 2009 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $952 $ - Stock-based compensation expense 298 598 1,347 Non-cash interest expense 230 270 - Tax effect - - - --- --- --- $2,369 $1,820 $1,347 ====== ====== ====== March 29, 2009 Interest Selling, and Income general other tax income and (expense), provision administrative net (benefit) Amortization of intangible assets $1,259 $ - $ - Stock- based compensation expense 6,811 - - Non-cash interest expense - 4,521 - Tax effect - - (16,161) --- --- ------- $8,070 $4,521 $(16,161) ====== ====== ======== December 28, 2008 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $1,089 $ - Stock-based compensation expense 3,084 2,087 1,218 Non-cash interest expense 86 231 - Tax effect - - - --- --- --- $5,011 $3,407 $1,218 ====== ====== ====== December 28, 2008 Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,280 $ - $ - Stock- based compensation expense 11,805 - - Non-cash interest expense - 3,875 - Tax effect - - 1,949 --- --- ----- $13,085 $3,875 $1,949 ======= ====== ====== TWELVE MONTHS ENDED January 3, 2010 Research Gross Margin and Systems Components development Amortization of intangible assets $7,364 $3,833 $ - Stock-based compensation expense 4,270 9,728 6,296 Non-cash interest expense 850 1,889 - Gain on purchased options - - - Tax effect - - - --- --- --- $12,484 $15,450 $6,296 ======= ======= ====== TWELVE MONTHS ENDED January 3, 2010 Selling, Interest Income general and other tax income and (expense), administrative net provision Amortization of intangible assets $5,277 $ - $ - Stock- based compensation expense 26,700 - - Non-cash interest expense - 19,191 - Gain on purchased options - (21,193) - Tax effect - - (3,702) --- --- ------ $31,977 $(2,002) $(3,702) ======= ======= ======= December 28, 2008 Research Gross Margin and Systems Components development Amortization of intangible assets $7,691 $4,305 $ - Stock-based compensation expense 10,745 8,144 3,988 Impairment of long- lived assets - 2,203 - Non-cash interest expense 287 507 - Tax effect - - - --- --- --- $18,723 $15,159 $3,988 ======= ======= ====== December 28, 2008 Selling, Interest Income general and other tax income and (expense), administrative net provision Amortization of intangible assets $4,766 $ - $ - Stock-based compensation expense 47,343 - - Impairment of long-lived assets - - - Non-cash interest expense - 16,115 - Tax effect - - (14,896) --- --- ------- $52,109 $16,115 $(14,896) ======= ======= ======== SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $177,858 $(2,882) $174,976 Components 223,109 - 223,109 ------- --- ------- 400,967 (2,882) 398,085 ------- ------ ------- Cost of revenue: Cost of systems revenue 142,591 (2,861) 139,730 Cost of components revenue 147,045 (437) 146,608 ------- ---- ------- 289,636 (3,298) 286,338 Gross margin 111,331 416 111,747 Operating expenses: Research and development 5,970 - 5,970 Selling, general and administrative 50,599 - 50,599 ------ --- ------ Total operating expenses 56,569 - 56,569 ------ --- ------ Operating income 54,762 416 55,178 Other income (expense), net (20,741) (998) (21,739) ------- ---- ------- Income before income taxes and equity in earnings of unconsolidated investees 34,021 (582) 33,439 Provision for income taxes 12,742 508 13,250 ------ --- ------ Income before equity in earnings of unconsolidated investees 21,279 (1,090) 20,189 Equity in earnings of unconsolidated investees 10,071 (1,800) 8,271 ------ ------ ----- Net income $31,350 $(2,890) $28,460 ======= ======= ======= Net income per share of class A and class B common stock: Basic $0.37 $(0.03) $0.34 Diluted $0.36 $(0.03) $0.33 Weighted-average shares: Basic 83,244 83,244 Diluted 85,356 85,356 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $820,632 $2,675 $823,307 Components 614,287 - 614,287 ------- --- ------- 1,434,919 2,675 1,437,594 --------- ----- --------- Cost of revenue: Cost of systems revenue 653,907 5,845 659,752 Cost of components revenue 418,333 9,888 428,221 ------- ----- ------- 1,072,240 15,733 1,087,973 Gross margin 362,679 (13,058) 349,621 Operating expenses: Research and development 21,474 - 21,474 Selling, general and administrative 173,740 - 173,740 ------- --- ------- Total operating expenses 195,214 - 195,214 ------- --- ------- Operating income 167,465 (13,058) 154,407 Other income (expense), net (38,338) - (38,338) ------- --- ------- Income before income taxes and equity in earnings of unconsolidated investees 129,127 (13,058) 116,069 Provision for income taxes 44,017 (3,399) 40,618 ------ ------ ------ Income before equity in earnings of unconsolidated investees 85,110 (9,659) 75,451 Equity in earnings of unconsolidated investees 14,077 - 14,077 ------ --- ------ Net income $99,187 $(9,659) $89,528 ======= ======= ======= Net income per share of class A and class B common stock: Basic $1.22 $(0.12) $1.10 Diluted $1.17 $(0.12) $1.05 Weighted- average shares: Basic 80,522 80,522 Diluted 83,947 83,947 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended March 29, 2009 ------------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $106,097 $(2,144) $103,953 Components 107,690 - 107,690 ------- --- ------- 213,787 (2,144) 211,643 ------- ------ ------- Cost of revenue: Cost of systems revenue 88,351 6,973 95,324 Cost of components revenue 77,688 6,396 84,084 ------ ----- ------ 166,039 13,369 179,408 Gross margin 47,748 (15,513) 32,235 Operating expenses: Research and development 7,964 (84) 7,880 Selling, general and administrative 42,283 121 42,404 ------ --- ------ Total operating expenses 50,247 37 50,284 ------ --- ------ Operating income (loss) (2,499) (15,550) (18,049) Other income (expense) Gain on purchased options - - - Interest and other income (expense), net (12,094) - (12,094) ------- --- ------- Other income (expense), net (12,094) - (12,094) ------- --- ------- Income (loss) before income taxes and equity in earnings of unconsolidated investees (14,593) (15,550) (30,143) Provision for (benefit from) income taxes (8,562) (10,634) (19,196) ------ ------- ------- Income (loss) before equity in earnings of unconsolidated investees (6,031) (4,916) (10,947) Equity in earnings of unconsolidated investees 1,245 - 1,245 ----- --- ----- Net income (loss) $(4,786) $(4,916) $(9,702) ======= ======= ======= Net income (loss) per share of class A and class B common stock: Basic $(0.06) $(0.06) $(0.12) Diluted $(0.06) $(0.06) $(0.12) Weighted- average shares: Basic 83,749 83,749 Diluted 83,749 83,749 Three Months Ended June 28, 2009 ---------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $108,724 $1,697 $110,421 Components 188,920 - 188,920 ------- --- ------- 297,644 1,697 299,341 ------- ----- ------- Cost of revenue: Cost of systems revenue 91,793 4,243 96,036 Cost of components revenue 147,388 15,239 162,627 ------- ------ ------- 239,181 19,482 258,663 Gross margin 58,463 (17,785) 40,678 Operating expenses: Research and development 6,853 84 6,937 Selling, general and administrative 41,755 1,020 42,775 ------ ----- ------ Total operating expenses 48,608 1,104 49,712 ------ ----- ------ Operating income (loss) 9,855 (18,889) (9,034) Other income (expense) Gain on purchased options 21,193 - 21,193 Interest and other income (expense), net (5,956) - (5,956) ------ --- ------ Other income (expense), net 15,237 - 15,237 ------ --- ------ Income (loss) before income taxes and equity in earnings of unconsolidated investees 25,092 (18,889) 6,203 Provision for (benefit from) income taxes 4,054 (9,277) (5,223) ----- ------ ------ Income (loss) before equity in earnings of unconsolidated investees 21,038 (9,612) 11,426 Equity in earnings of unconsolidated investees 3,133 - 3,133 ----- --- ----- Net income (loss) $24,171 $(9,612) $14,559 ======= ======= ======= Net income (loss) per share of class A and class B common stock: Basic $0.27 $(0.11) $0.16 Diluted $0.26 $(0.10) $0.16 Weighted- average shares: Basic 90,873 90,873 Diluted 98,412 92,640 Three Months Ended September 27, 2009 ------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $168,412 $(946) $167,466 Components 297,895 - 297,895 ------- --- ------- 466,307 (946) 465,361 ------- ---- ------- Cost of revenue: Cost of systems revenue 144,859 (2,789) 142,070 Cost of components revenue 232,164 (8,703) 223,461 ------- ------ ------- 377,023 (11,492) 365,531 Gross margin 89,284 10,546 99,830 Operating expenses: Research and development 8,250 - 8,250 Selling, general and administrative 46,473 (1,141) 45,332 ------ ------ ------ Total operating expenses 54,723 (1,141) 53,582 ------ ------ ------ Operating income (loss) 34,561 11,687 46,248 Other income (expense) Gain on purchased options - - - Interest and other income (expense), net (9,269) - (9,269) ------ --- ------ Other income (expense), net (9,269) - (9,269) ------ --- ------ Income (loss) before income taxes and equity in earnings of unconsolidated investees 25,292 11,687 36,979 Provision for (benefit from) income taxes 15,088 4,874 19,962 ------ ----- ------ Income (loss) before equity in earnings of unconsolidated investees 10,204 6,813 17,017 Equity in earnings of unconsolidated investees 2,627 - 2,627 ----- --- ----- Net income (loss) $12,831 $6,813 $19,644 ======= ====== ======= Net income (loss) per share of class A and class B common stock: Basic $0.14 $0.07 $0.21 Diluted $0.13 $0.07 $0.20 Weighted- average shares: Basic 94,668 94,668 Diluted 96,319 105,031 SUNPOWER CORPORATION NON-GAAP MEASURES (In thousands, except per share data) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $119,749 $416 $120,165 Operating income $77,483 $416 $77,899 Net income per share of class A and class B common stock: Basic $0.71 $(0.03) $0.68 Diluted $0.69 $(0.03) $0.66 Weighted-average shares: Basic 83,244 83,244 Diluted 85,356 85,356 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $396,561 $(13,058) $383,503 Operating income $257,444 $(13,058) $244,386 Net income per share of class A and class B common stock: Basic $2.33 $(0.11) $2.22 Diluted $2.24 $(0.11) $2.13 Weighted-average shares: Basic 80,522 80,522 Diluted 83,947 83,947 (1) Includes retrospective application for adoption of new accounting guidance for convertible debt instruments that may be settled in cash upon conversion. SUNPOWER CORPORATION NON-GAAP MEASURES (In thousands, except per share data) (Unaudited) Three Months Ended March 29, 2009 ----------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $51,864 $(15,440) $36,424 Operating income (loss) $11,536 $(15,979) $(4,443) Net income (loss) per share of class A and class B common stock: Basic $0.05 $(0.14) $(0.09) Diluted $0.05 $(0.14) $(0.09) Weighted- average shares: Basic 83,749 83,749 Diluted 85,579 83,749 Three Months Ended June 28, 2009 ---------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $67,128 $(17,858) $49,270 Operating income (loss) $26,840 $(18,460) $8,380 Net income (loss) per share of class A and class B common stock: Basic $0.25 $(0.16) $0.09 Diluted $0.24 $(0.15) $0.09 Weighted- average shares: Basic 90,873 90,873 Diluted 98,412 92,640 Three Months Ended September 27, 2009 ------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $96,753 $10,546 $107,299 Operating income (loss) $52,146 $11,687 $63,833 Net income (loss) per share of class A and class B common stock: Basic $0.42 $0.08 $0.50 Diluted $0.42 $0.04 $0.46 Weighted- average shares: Basic 94,668 94,668 Diluted 96,319 105,031 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income $31,350 $(2,890) $28,460 Adjustments to reconcile net income to net cash provided by operating activities: Stock- based compensation 18,194 - 18,194 Depreciation 18,376 - 18,376 Amortization of other intangible assets 4,210 - 4,210 Impairment of investments and long- lived assets 4,475 - 4,475 Non-cash interest expense 4,192 - 4,192 Amortization of debt issuance costs 537 - 537 Equity in earnings of unconsolidated investees (10,071) 1,800 (8,271) Excess tax benefits from stock- based award activity (7,625) (4,464) (12,089) Deferred income taxes and other tax liabilities (8,975) 508 (8,467) Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable (2,251) - (2,251) Costs and estimated earnings in excess of billings 26,380 4,489 30,869 Inventories (50,698) (9,584) (60,282) Prepaid expenses and other assets (32,154) (3) (32,157) Advances to suppliers (17,805) - (17,805) Accounts payable and other accrued liabilities 70,703 2,737 73,440 Billings in excess of costs and estimated earnings 2,641 2,860 5,501 Customer advances (5,759) - (5,759) ------ --- ------ Net cash provided by operating activities 45,720 (4,547) 41,173 Cash flows from investing activities: Iincrease in restricted cash and cash equivalents (65,237) - (65,237) Purchases of property, plant and equipment (115,247) 84 (115,163) Purchases of available- for-sale securities - - - Proceeds from sales or maturities of available- for-sale securities 21,885 - 21,885 Cash paid for acquisitions, net of cash acquired - - - Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash used in investing activities (158,599) 84 (158,515) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,598 - 54,598 Cash paid for repurchased convertible debt (1,187) - (1,187) Proceeds from exercise of stock options 1,342 - 1,342 Excess tax benefits from stock- based award activity 7,625 4,464 12,089 Purchases of stock for tax withholding obligations on vested restricted stock (829) - (829) ---- --- ---- Net cash provided by financing activities 61,549 4,464 66,013 Effects of exchange rate changes on cash and equivalents (2,955) - (2,955) ------ --- ------ Net increase (decrease) in cash and cash equivalents (54,285) - (54,285) Cash and cash equivalents at beginning of period 256,616 - 256,616 ------- --- ------- Cash and cash equivalents at end of period $202,331 $ - $202,331 ======== === === ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 2,563 - 2,563 Issuance of common stock for purchase acquisition - - - Issuance of common stock for repurchased convertible debt 40 - 40 Change in goodwill relating to adjustments to acquired net assets 945 - 945 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income $99,187 $(9,659) $89,528 Adjustments to reconcile net income to net cash provided by operating activities: Stock- based compensation 70,220 - 70,220 Depreciation 54,117 356 54,473 Amortization of other intangible assets 16,762 - 16,762 Impairment of investments and long- lived assets 7,611 - 7,611 Non-cash interest expense 16,909 - 16,909 Amortization of debt issuance costs 2,148 - 2,148 Equity in earnings of unconsolidated investees (14,077) - (14,077) Excess tax benefits from stock- based award activity (41,524) 828 (40,696) Deferred income taxes and other tax liabilities 20,763 (3,400) 17,363 Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable (57,575) - (57,575) Costs and estimated earnings in excess of billings 8,680 576 9,256 Inventories (98,999) 3,287 (95,712) Prepaid expenses and other assets (61,790) 2,506 (59,284) Advances to suppliers 1,297 - 1,297 Accounts payable and other accrued liabilities 147,216 2,862 150,078 Billings in excess of costs and estimated earnings (57,423) 3,828 (53,595) Customer advances 40,125 - 40,125 ------ --- ------ Net cash provided by operating activities 153,647 1,184 154,831 Cash flows from investing activities: Iincrease in restricted cash and cash equivalents (107,390) - (107,390) Purchases of property, plant and equipment (265,549) (356) (265,905) Purchases of available- for-sale securities (65,748) - (65,748) Proceeds from sales or maturities of available- for-sale securities 155,833 - 155,833 Cash paid for acquisitions, net of cash acquired (18,311) - (18,311) Cash paid for investments in joint ventures and other non- public companies (24,625) - (24,625) ------- --- ------- Net cash used in investing activities (325,790) (356) (326,146) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,598 - 54,598 Cash paid for repurchased convertible debt (1,187) - (1,187) Proceeds from exercise of stock options 5,128 - 5,128 Excess tax benefits from stock- based award activity 41,524 (828) 40,696 Purchases of stock for tax withholding obligations on vested restricted stock (6,682) - (6,682) ------ --- ------ Net cash provided by financing activities 93,381 (828) 92,553 Effects of exchange rate changes on cash and equivalents (4,121) - (4,121) ------ --- ------ Net increase (decrease) in cash and cash equivalents (82,883) - (82,883) Cash and cash equivalents at beginning of period 285,214 - 285,214 ------- --- ------- Cash and cash equivalents at end of period $202,331 $ - $202,331 ======== === === ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $28,485 $(6,763) $21,722 Non-cash interest expense capitalized and added to the cost of qualified assets 8,930 - 8,930 Issuance of common stock for purchase acquisition 3,054 - 3,054 Issuance of common stock for repurchased convertible debt 40 - 40 Change in goodwill relating to adjustments to acquired net assets 1,176 - 1,176 (1) Includes retrospective application for adoption of new accounting guidance for convertible debt instruments that may be settled in cash upon conversion. SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 29, 2009 --------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $(4,786) $(4,916) $(9,702) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 9,483 (429) 9,054 Depreciation 18,365 - 18,365 Amortization of other intangible assets 4,052 - 4,052 Impairment of investments and long- lived assets 1,318 - 1,318 Non-cash interest expense 5,021 - 5,021 Amortization of debt issuance costs 537 - 537 Gain on purchased options - - - Equity in earnings of unconsolidated investees (1,245) - (1,245) Excess tax benefits from stock- based award activity - - - Deferred income taxes and other tax liabilities (6,369) (10,634) (17,003) Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable 40,931 - 40,931 Costs and estimated earnings in excess of billings (3,797) 619 (3,178) Inventories (95,870) 9,821 (86,049) Prepaid expenses and other assets 11,913 (242) 11,671 Advances to suppliers 7,993 - 7,993 Accounts payable and other accrued liabilities (27,199) 2,401 (24,798) Billings in excess of costs and estimated earnings (4,612) 4,700 88 Customer advances (8,860) (1,320) (10,180) ------ ------ ------- Net cash provided by (used in) operating activities (53,125) - (53,125) Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (9,185) - (9,185) Purchases of property, plant and equipment (52,101) - (52,101) Proceeds from sale of equipment to third- party - - - Proceeds from sales or maturities of available- for-sale securities 18,177 - 18,177 Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash provided by (used in) investing activities (43,109) - (43,109) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 51,232 - 51,232 Proceeds from issuance of convertible debt, net of issuance costs - - - Proceeds from offering of class A common stock, net of offering expenses - - - Cash paid for repurchased convertible debt - - - Cash paid for purchased options - - - Proceeds from warrant transactions - - - Proceeds from exercise of stock options 396 - 396 Excess tax benefits from stock- based award activity - - - Purchases of stock for tax withholding obligations on vested restricted stock (2,359) - (2,359) ------ --- ------ Net cash provided by financing activities 49,269 - 49,269 Effects of exchange rate changes on cash and equivalents (6,256) - (6,256) ------ --- ------ Net increase (decrease) in cash and cash equivalents (53,221) - (53,221) Cash and cash equivalents at beginning of period 202,331 - 202,331 ------- --- ------- Cash and cash equivalents at end of period $149,110 $ - $149,110 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $22,571 $(3,791) $18,780 Non-cash interest expense capitalized and added to the cost of qualified assets 2,073 - 2,073 Issuance of common stock for purchase acquisition - - - Three Months Ended June 28, 2009 -------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $24,171 $(9,612) $14,559 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 11,647 429 12,076 Depreciation 20,569 - 20,569 Amortization of other intangible assets 4,098 - 4,098 Impairment of investments and long- lived assets 489 - 489 Non-cash interest expense 5,915 - 5,915 Amortization of debt issuance costs 1,184 - 1,184 Gain on purchased options (21,193) - (21,193) Equity in earnings of unconsolidated investees (3,133) - (3,133) Excess tax benefits from stock- based award activity (2,610) 2,610 - Deferred income taxes and other tax liabilities (3,505) (9,277) (12,782) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (65,422) - (65,422) Costs and estimated earnings in excess of billings 23,168 (1,911) 21,257 Inventories 87,807 4,323 92,130 Prepaid expenses and other assets (35,291) 1,540 (33,751) Advances to suppliers 13,449 297 13,746 Accounts payable and other accrued liabilities (101,114) 21,419 (79,695) Billings in excess of costs and estimated earnings 42,968 (8,528) 34,440 Customer advances 774 1,320 2,094 --- ----- ----- Net cash provided by (used in) operating activities 3,971 2,610 6,581 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (33,151) - (33,151) Purchases of property, plant and equipment (59,566) - (59,566) Proceeds from sale of equipment to third- party 7,902 - 7,902 Proceeds from sales or maturities of available- for-sale securities 1,501 - 1,501 Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash provided by (used in) investing activities (83,314) - (83,314) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 29,773 - 29,773 Proceeds from issuance of convertible debt, net of issuance costs 225,018 - 225,018 Proceeds from offering of class A common stock, net of offering expenses 218,895 - 218,895 Cash paid for repurchased convertible debt (67,949) - (67,949) Cash paid for purchased options (97,336) - (97,336) Proceeds from warrant transactions 71,001 - 71,001 Proceeds from exercise of stock options 442 - 442 Excess tax benefits from stock- based award activity 2,610 (2,610) - Purchases of stock for tax withholding obligations on vested restricted stock (763) - (763) ---- --- ---- Net cash provided by financing activities 381,691 (2,610) 379,081 Effects of exchange rate changes on cash and equivalents 5,377 - 5,377 ----- --- ----- Net increase (decrease) in cash and cash equivalents 307,725 - 307,725 Cash and cash equivalents at beginning of period 149,110 - 149,110 ------- --- ------- Cash and cash equivalents at end of period $456,835 $ - $456,835 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 1,510 - 1,510 Issuance of common stock for purchase acquisition 1,471 - 1,471 Three Months Ended September 27, 2009 ------------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $12,831 $6,813 $19,644 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 13,074 - 13,074 Depreciation 21,414 - 21,414 Amortization of other intangible assets 4,146 - 4,146 Impairment of investments and long- lived assets 190 - 190 Non-cash interest expense 5,250 - 5,250 Amortization of debt issuance costs 733 - 733 Gain on purchased options - - - Equity in earnings of unconsolidated investees (2,627) - (2,627) Excess tax benefits from stock- based award activity (12,134) 5,007 (7,127) Deferred income taxes and other tax liabilities 10,151 4,874 15,025 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (18,794) - (18,794) Costs and estimated earnings in excess of billings (60,787) 716 (60,071) Inventories 28,977 (7,282) 21,695 Prepaid expenses and other assets 15,438 27 15,465 Advances to suppliers 3,435 - 3,435 Accounts payable and other accrued liabilities 98,997 (5,617) 93,380 Billings in excess of costs and estimated earnings (33,479) - (33,479) Customer advances (5,553) - (5,553) ------ --- ------ Net cash provided by (used in) operating activities 81,262 4,538 85,800 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (103,247) - (103,247) Purchases of property, plant and equipment (38,426) 469 (37,957) Proceeds from sale of equipment to third- party 1,976 - 1,976 Proceeds from sales or maturities of available- for-sale securities 9,867 - 9,867 Cash paid for investments in joint ventures and other non- public companies (1,500) - (1,500) ------ --- ------ Net cash provided by (used in) investing activities (131,330) 469 (130,861) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,701 - 54,701 Proceeds from issuance of convertible debt, net of issuance costs - - - Proceeds from offering of class A common stock, net of offering expenses (114) - (114) Cash paid for repurchased convertible debt (7,687) - (7,687) Cash paid for purchased options - - - Proceeds from warrant transactions - - - Proceeds from exercise of stock options 570 - 570 Excess tax benefits from stock- based award activity 12,134 (5,007) 7,127 Purchases of stock for tax withholding obligations on vested restricted stock (586) - (586) ---- --- ---- Net cash provided by financing activities 59,018 (5,007) 54,011 Effects of exchange rate changes on cash and equivalents 6,341 - 6,341 ----- --- ----- Net increase (decrease) in cash and cash equivalents 15,291 - 15,291 Cash and cash equivalents at beginning of period 456,835 - 456,835 ------- --- ------- Cash and cash equivalents at end of period $472,126 $ - $472,126 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 873 - 873 Issuance of common stock for purchase acquisition - - -
SOURCE SunPower Corp.
Copyright (C) 2010 PR Newswire. All rights reserved
SAN JOSE, Calif., March 18, 2010 /PRNewswire via COMTEX News Network/ -- SunPower Corp. (Nasdaq: SPWRA, SPWRB) today announced financial results for its 2009 fourth quarter and fiscal year 2009 which ended January 3, 2010. Revenue for the 2009 fourth quarter was $548 million which compares to $465 million in the third quarter of 2009 and $398 million in the fourth quarter of 2008. The company's Components and Systems segments accounted for 62% and 38% of fourth-quarter 2009 revenue, respectively. The company also issued a press release reporting the results of its audit committee investigation concurrent with this release.
"Our 2009 year-end results reflect the continued success of our portfolio strategy to channels and geographic markets as we further expanded our global dealer presence and completed construction of more than 40 megawatts (MW) of large scale power plant projects during the fourth quarter," said Tom Werner, SunPower's CEO. "In the past four years, we have invested heavily in our long-term strategy of building our brand and channel, and this investment continues to pay off. In the residential channel, our strong brand enabled us to double the number of dealer partners in 2009 and we are selling our high-efficiency systems to approximately 1,000 dealer partners in eight countries. Additionally, as a result of our rapid growth and expanding customer base, we have started to re-align our business units into Residential and Commercial (R&C) and Utilities and Power Plants (UPP). As part of this strategy, we have appointed Jim Pape, former vice president of North America for Trane Commercial Systems, to lead our R&C business group. With more than 25 years of management experience, we are excited to have Jim join the team.
"In the systems segment, we added to our industry-leading installed base by delivering on our engineering, procurement and construction (EPC) commitments, installing more than 100 MW of rooftop and ground mounted systems in 2009. In the fourth quarter, we completed the largest Italian photovoltaic (PV) power plant to date at 24 MW, installed 10 MW for Florida Power & Light at the Kennedy Space Center, and substantially completed our 8-MW project for Exelon in Chicago. We are also encouraged by the continued improvement in credit conditions as evidenced by the recent financing of our 19-MW project with Xcel Energy in Colorado.
"Additionally, our global UPP pipeline continues to grow as customers are choosing SunPower for our industry-leading technology, bankability, significant EPC experience, and ability to offer a competitive levelized cost of energy. With the acquisition of SunRay Renewable Energy, we will significantly increase our demand visibility by adding more than 1,200 MW of Europe, Middle East and Africa (EMEA) power plant opportunities to our pipeline with more than 80 MW planned for delivery in Italy in 2010. This acquisition of the premiere European developer and financing team complements our established European team, enabling us to offer our customers a world-class utility power plant development expertise in both the United States and Europe. Looking forward, we see demand remaining strong for 2010 across all segments. Our recent wins with Toshiba and Southern California Edison position us well for multi-year supply agreements in our UPP business on top of our continued success in R&C," Werner concluded.
On a Generally Accepted Accounting Principles (GAAP) basis for the 2009 fourth quarter, SunPower reported gross margin of 20.3%, operating income of $43.0 million and net income per diluted share of $0.09. This compares to gross margin of 21.5%, operating income of $46.2 million and net income per diluted share of $0.20 in the third quarter of 2009. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. The company's fourth-quarter GAAP results include $3.6 million, or $0.03 per diluted share, in expenses related to its recently completed accounting investigation.
On a non-GAAP basis for the fourth quarter of 2009, SunPower reported a total gross margin of 21.7%. Operating income for the quarter was $60.3 million and net income per share was $0.47. The company's fourth-quarter non-GAAP results include $3.6M million, or $0.03 per diluted share, in expenses related to the completed accounting investigation. As a result of the restatement, the fourth quarter of 2009 includes a $2.6 million benefit, or $0.02 earnings per share. In the third quarter 2009, the company reported non-GAAP gross margin of 23.1%, operating income of $63.8 million and $0.46 net income per share. For the 2009 fourth quarter, the Components segment non-GAAP gross margin was 21.5% and Systems segment gross margin was 21.9%. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release.
"We improved our working capital efficiency during the fourth quarter reducing inventories by 12%, generating positive operating cash flow and ending the year with more than $925 million in cash and investments," said Dennis Arriola, SunPower's CFO. "Despite the difficult industry conditions in the first half of 2009, we grew revenue by 6% versus 2008. With the completion of the audit committee investigation, our efforts will focus on strengthening the trust with our stakeholders, customers and employees while driving increased shareholder value.
"Looking forward, our acquisition of SunRay positions us for more predictable growth in the second half of 2010 and into 2011. By extending into the development business, we expect to expand our gross profits as we monetize these power plants. We will strategically use our balance sheet to accelerate the development of these projects. This strategy will significantly shift the timing of revenue of these projects from the first half of the year to the second half of 2010," concluded Arriola.
2010 Guidance
For fiscal year 2010, the company's non-GAAP guidance is as follows: revenue of $2.0 billion to $2.25 billion, net income per diluted share of $1.25 to $1.65, capital expenditures of $375 million to $475 million, and solar cell production of approximately 550 MW. For fiscal year 2010, the company's GAAP guidance is as follows: revenue of $2.00 billion to $2.25 billion and net income per diluted share of $0.05 to $0.35.
For the first quarter of 2010, the company's non-GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately $0.05. Guidance for the first quarter of 2010 includes the negative impact of $3.3 million or $0.03 per diluted share in SunRay acquisition costs and $5.3 million or $0.04 per diluted share in costs associated with the company's accounting investigation.
For the first quarter of 2010, the company's GAAP guidance is as follows: revenue of $330 million to $350 million and net income per diluted share of approximately breakeven. Guidance includes the negative impact from the company's accounting investigation and SunRay acquisition referenced above.
This press release contains both GAAP and non-GAAP financial information. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2009 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate MW on an alternating current (ac) basis while supply agreements are expressed in direct current (dc).
About SunPower
Founded in 1985, SunPower Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers the planet's most powerful solar technology broadly available today. Residential, business, government and utility customers rely on the company's experience and proven results to maximize return on investment. With headquarters in San Jose, Calif., SunPower has offices in North America, Europe, Australia and Asia. For more information, visit www.sunpowercorp.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The company uses words and phrases such as "pipeline," "to be completed," "rapid," "growth," "expanding," "continues," "grow," "opportunities," "planed," "looking forward," "see," "demand," "remaining," "position," "continued," "predictable," "will," "guidance," and "expects" to identify forward-looking statements in this press release, including forward-looking statements regarding: (a) acquisition of SunRay and increase in business pipeline of 1.2 gigawatt pipeline of opportunities in Europe, Middle East and Africa, including including more than 80 MW planned for delivery in Italy in 2010; (b) 200 MW, 5-year supply agreement with Southern California Edison; (c) construction schedule for 19-MW power plant for Xcel Energy; (d) rapid growth, expanding customer base, growing global UPP pipeline, and strong demand for 2010 across all segments; (e) improving credit conditions and bankability of SunPower projects; (f) the company's ability to offer competitive levelized cost of energy; (g) possible multi-year supply agreements in the company's UPP business and continued success in R&C; (h) increasing shareholder value; (i) predictable growth and expanding gross margins when the company monetizes power plants; (j) using the company's balance sheet to accelerate project development; (k) shifting revenue from first half of 2010 to second half of 2010; (l) GAAP and non-GAAP fiscal year 2010 revenue and net income per diluted share; (m) 2010 capital expenditures and solar cell production; (n) GAAP and non-GAAP first quarter 2010 revenue and net income per diluted share; and (o) estimated SunRay acquisition costs and accounting investigation costs. Such forward-looking statements are based on information available to the company as of the date of this release and involve a number of risks and uncertainties, some beyond the company's control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) the company's ability to obtain and maintain an adequate supply of raw materials and components, as well as the price it pays for such items; (ii) general business and economic conditions, including seasonality of the industry; (iii) growth trends in the solar power industry; (iv) the continuation of governmental and related economic incentives promoting the use of solar power, particularly in Europe, Middle East, and Africa within the acquired pipeline; (v) the improved availability of third-party financing arrangements for the company's customers; (vi) construction difficulties or potential delays, including permitting and transmission access and upgrades; (vii) the company's ability to ramp new production lines and realize expected manufacturing efficiencies; (viii) manufacturing difficulties that could arise; (ix) the success of the company's ongoing research and development efforts to compete with other companies and competing technologies; (x) the company's ability to sell or otherwise monetize power plants; (xi) SCE's exercising early termination rights to purchase less than 200 megawatts during the term of the agreement; (xii) the satisfaction of closing conditions and the possibility that SunRay acquisition may not be completed; (xiii) potential difficulties associated with integrating the combined businesses; and (xiv) other risks described in the company's Annual Report on Form 10-K for the year ended December 28, 2008, its Quarterly Report on Form 10-Q for the quarter ended September 27, 2009, and other filings with the Securities and Exchange Commission. These forward-looking statements should not be relied upon as representing the company's views as of any subsequent date, and the company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Segment Reporting Information
For fourth quarter 2009 reporting purposes, the Systems segment generally represents products and services sold directly to the system owner. Additionally, both SunPower and third-party solar panels sold through the Systems segment channels are recorded as Systems segment revenue. The Components segment primarily represents products sold to installers and resellers.
Non-GAAP Measures
To supplement the consolidated financial results prepared under GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to the company's convertible debt offering, and its related tax effects. Management does not consider these charges in evaluating the core operational activities of SunPower. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate SunPower's current performance. Most analysts covering SunPower use the non-GAAP measures as well. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in SunPower's core business across different time periods. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data and may be different from non-GAAP measures used by other companies.
Fiscal Periods
The Company reports on a fiscal-year basis and ends its quarters on the Sunday closest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of that fiscal year. Fiscal year 2009 consists of 53 weeks while fiscal year 2008 consists of 52 weeks. The third quarter of fiscal 2009 ended on September 27, 2009 and the third quarter of fiscal 2008 ended on September 29, 2008.
SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.
SUNPOWER CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) ASSETS Cash and cash equivalents $615,879 $202,331 Restricted cash 310,658 175,277 Investments 172 40,756 Accounts receivable, net 248,833 194,222 Costs and estimated earnings in excess of billings 26,062 29,750 Inventories 202,301 248,255 Prepaid expenses and other assets 196,022 170,851 Advances to suppliers 190,628 162,610 Property, plant and equipment, net 682,344 622,484 Goodwill and other intangible assets, net 223,137 236,210 ------- ------- Total assets $2,696,036 $2,082,746 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $234,692 $259,429 Accrued and other liabilities 190,830 186,831 Bank loans 248,953 54,598 Convertible debt 536,574 357,173 Billings in excess of costs and estimated earnings 17,346 15,634 Customer advances 92,120 110,394 ------ ------- Total liabilities 1,320,515 984,059 Stockholders' equity 1,375,521 1,098,687 --------- --------- Total liabilities and stockholders' equity $2,696,036 $2,082,746 ========== ========== SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Revenue: Systems $207,630 $167,466 $110,421 Components 340,308 297,895 188,920 ------- ------- ------- 547,938 465,361 299,341 Cost of revenue: Cost of systems revenue 165,164 142,070 96,036 Cost of components revenue 271,797 223,461 162,627 ------- ------- ------- 436,961 365,531 258,663 Gross margin 110,977 99,830 40,678 Operating expenses: Research and development 8,575 8,250 6,937 Selling, general and administrative 59,733 45,332 42,775 ------ ------ ------ Total operating expenses 68,308 53,582 49,712 ------ ------ ------ Operating income (loss) 42,669 46,248 (9,034) Other income (expense): Gain on purchased options - - 21,193 Interest and other income (expense), net (11,436) (9,269) (5,956) ------- ------ ------ Other income (expense), net (11,436) (9,269) 15,237 Income (loss) before income taxes and equity in earnings of unconsolidated investees 31,233 36,979 6,203 Provision for (benefit from) income taxes 25,485 19,962 (5,223) ------ ------ ------ Income (loss) before equity in earnings of unconsolidated investees 5,748 17,017 11,426 Equity in earnings of unconsolidated investees, net of taxes 2,924 2,627 3,133 ----- ----- ----- Net income (loss) $8,672 $19,644 $14,559 ====== ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $0.09 $0.21 $0.16 - Diluted $0.09 $0.20 $0.16 Weighted- average shares: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Revenue: Systems $103,953 $174,976 Components 107,690 223,109 ------- ------- 211,643 398,085 Cost of revenue: Cost of systems revenue 95,324 139,730 Cost of components revenue 84,084 146,608 ------ ------- 179,408 286,338 Gross margin 32,235 111,747 Operating expenses: Research and development 7,880 5,970 Selling, general and administrative 42,404 50,599 ------ ------ Total operating expenses 50,284 56,569 ------ ------ Operating income (loss) (18,049) 55,178 Other income (expense): Gain on purchased options - - Interest and other income (expense), net (12,094) (21,739) ------- ------- Other income (expense), net (12,094) (21,739) Income (loss) before income taxes and equity in earnings of unconsolidated investees (30,143) 33,439 Provision for (benefit from) income taxes (19,196) 13,250 ------- ------ Income (loss) before equity in earnings of unconsolidated investees (10,947) 20,189 Equity in earnings of unconsolidated investees, net of taxes 1,245 8,271 ----- ----- Net income (loss) $(9,702) $28,460 ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $(0.12) $0.34 - Diluted $(0.12) $0.33 Weighted- average shares: - Basic 83,749 83,244 - Diluted 83,749 85,356 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Revenue: Systems $589,470 $823,307 Components 934,813 614,287 ------- ------- 1,524,283 1,437,594 Cost of revenue: Cost of systems revenue 498,594 659,752 Cost of components revenue 741,969 428,221 ------- ------- 1,240,563 1,087,973 Gross margin 283,720 349,621 Operating expenses: Research and development 31,642 21,474 Selling, general and administrative 190,244 173,740 ------- ------- Total operating expenses 221,886 195,214 ------- ------- Operating income (loss) 61,834 154,407 Other income (expense): Gain on purchased options 21,193 - Interest and other income (expense), net (38,755) (38,338) ------- ------- Other income (expense), net (17,562) (38,338) Income (loss) before income taxes and equity in earnings of unconsolidated investees 44,272 116,069 Provision for (benefit from) income taxes 21,028 40,618 ------ ------ Income (loss) before equity in earnings of unconsolidated investees 23,244 75,451 Equity in earnings of unconsolidated investees, net of taxes 9,929 14,077 ----- ------ Net income (loss) $33,173 $89,528 ======= ======= Net income (loss) per share of class A and class B common stock: - Basic $0.36 $1.10 - Diluted $0.36 $1.05 Weighted- average shares: - Basic 91,050 80,522 - Diluted 92,746 83,947 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Cash flows from operating activities: Net income (loss) $8,672 $19,644 $14,559 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 12,790 13,074 12,076 Depreciation 24,282 21,414 20,569 Amortization of other intangible assets 4,178 4,146 4,098 Impairment of investments and long- lived assets (554) 190 489 Non-cash interest expense 5,744 5,250 5,915 Amortization of debt issuance costs 687 733 1,184 Gain on purchased options - - (21,193) Equity in earnings of unconsolidated investees (2,924) (2,627) (3,133) Excess tax benefits from stock- based award activity (10,522) (7,127) - Deferred income taxes and other tax liabilities 24,583 15,025 (12,782) Changes in operating assets and liabilities, net of effect of acquisitions: - - - Accounts receivable (7,225) (18,794) (65,422) Costs and estimated earnings in excess of billings 47,602 (60,071) 21,257 Inventories 25,964 21,695 92,130 Prepaid expenses and other assets (6,476) 15,465 (33,751) Advances to suppliers (53,068) 3,435 13,746 Accounts payable and other accrued liabilities 19,193 93,380 (79,695) Billings in excess of costs and estimated earnings (130) (33,479) 34,440 Customer advances (4,770) (5,553) 2,094 ------ ------ ----- Net cash provided by (used in) operating activities 88,026 85,800 6,581 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents 10,128 (103,247) (33,151) Purchases of property, plant and equipment (18,187) (37,957) (59,566) Proceeds from sale of equipment to third- party 83 1,976 7,902 Purchases of available- for-sale securities - - - Proceeds from sales or maturities of available- for-sale securities 9,604 9,867 1,501 Cash paid for acquisitions, net of cash acquired - - - Cash paid for investments in joint ventures and other non-public companies (903) (1,500) - ---- ------ --- Net cash provided by (used in) investing activities 725 (130,861) (83,314) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 54,008 54,701 29,773 Proceeds from issuance of convertible debt, net of issuance costs - - 225,018 Proceeds from offering of class A common stock, net of offering expenses - (114) 218,895 Cash paid for repurchased convertible debt - (7,687) (67,949) Cash paid for purchased options - - (97,336) Proceeds from warrant transactions - - 71,001 Proceeds from exercise of stock options 121 570 442 Excess tax benefits from stock- based award activity 10,522 7,127 - Purchases of stock for tax withholding obligations on vested restricted stock (619) (586) (763) ---- ---- ---- Net cash provided by financing activities 64,032 54,011 379,081 Effects of exchange rate changes on cash and equivalents (9,030) 6,341 5,377 ------ ----- ----- Net increase (decrease) in cash and cash equivalents 143,753 15,291 307,725 Cash and cash equivalents at beginning of period $472,126 456,835 149,110 -------- ------- Cash and cash equivalents at end of period $615,879 $472,126 $456,835 ======== ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $7,320 $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 508 873 1,510 Issuance of common stock for purchase acquisition - - 1,471 Issuance of common stock for repurchased convertible debt - - - Change in goodwill relating to adjustments to acquired net assets - - - THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Cash flows from operating activities: Net income (loss) $(9,702) $28,460 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 9,054 18,194 Depreciation 18,365 18,376 Amortization of other intangible assets 4,052 4,210 Impairment of investments and long- lived assets 1,318 4,475 Non-cash interest expense 5,021 4,192 Amortization of debt issuance costs 537 537 Gain on purchased options - - Equity in earnings of unconsolidated investees (1,245) (8,271) Excess tax benefits from stock- based award activity - (12,089) Deferred income taxes and other tax liabilities (17,003) (8,467) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable 40,931 (2,251) Costs and estimated earnings in excess of billings (3,178) 30,869 Inventories (86,049) (60,282) Prepaid expenses and other assets 11,671 (32,157) Advances to suppliers 7,993 (17,805) Accounts payable and other accrued liabilities (24,798) 73,440 Billings in excess of costs and estimated earnings 88 5,501 Customer advances (10,180) (5,759) ------- ------ Net cash provided by (used in) operating activities (53,125) 41,173 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (9,185) (65,237) Purchases of property, plant and equipment (52,101) (115,163) Proceeds from sale of equipment to third- party - - Purchases of available- for-sale securities - - Proceeds from sales or maturities of available- for-sale securities 18,177 21,885 Cash paid for acquisitions, net of cash acquired - (0) Cash paid for investments in joint ventures and other non-public companies - - --- --- Net cash provided by (used in) investing activities (43,109) (158,515) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 51,232 54,598 Proceeds from issuance of convertible debt, net of issuance costs - - Proceeds from offering of class A common stock, net of offering expenses - - Cash paid for repurchased convertible debt - (1,187) Cash paid for purchased options - - Proceeds from warrant transactions - - Proceeds from exercise of stock options 396 1,342 Excess tax benefits from stock- based award activity - 12,089 Purchases of stock for tax withholding obligations on vested restricted stock (2,359) (829) ------ ---- Net cash provided by financing activities 49,269 66,013 Effects of exchange rate changes on cash and equivalents (6,256) (2,955) ------ ------ Net increase (decrease) in cash and cash equivalents (53,221) (54,285) Cash and cash equivalents at beginning of period 202,331 256,616 ------- Cash and cash equivalents at end of period $149,110 $202,331 ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $18,780 $ - Non-cash interest expense capitalized and added to the cost of qualified assets 2,073 2,563 Issuance of common stock for purchase acquisition - - Issuance of common stock for repurchased convertible debt - 40 Change in goodwill relating to adjustments to acquired net assets - 945 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Cash flows from operating activities: Net income (loss) $33,173 $89,528 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock-based compensation 46,994 70,220 Depreciation 84,630 54,473 Amortization of other intangible assets 16,474 16,762 Impairment of investments and long- lived assets 1,443 7,611 Non-cash interest expense 21,930 16,909 Amortization of debt issuance costs 3,141 2,148 Gain on purchased options (21,193) - Equity in earnings of unconsolidated investees (9,929) (14,077) Excess tax benefits from stock- based award activity (17,649) (40,696) Deferred income taxes and other tax liabilities 9,823 17,363 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (50,510) (57,575) Costs and estimated earnings in excess of billings 5,610 9,256 Inventories 53,740 (95,712) Prepaid expenses and other assets (13,091) (59,284) Advances to suppliers (27,894) 1,297 Accounts payable and other accrued liabilities 4,538 150,078 Billings in excess of costs and estimated earnings 919 (53,595) Customer advances (18,409) 40,125 ------- ------ Net cash provided by (used in) operating activities 123,740 154,831 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (135,455) (107,390) Purchases of property, plant and equipment (167,811) (265,905) Proceeds from sale of equipment to third- party 9,961 - Purchases of available- for-sale securities - (65,748) Proceeds from sales or maturities of available- for-sale securities 39,149 155,833 Cash paid for acquisitions, net of cash acquired - (18,311) Cash paid for investments in joint ventures and other non-public companies (2,403) (24,625) ------ ------- Net cash provided by (used in) investing activities (256,559) (326,146) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of issuance costs 193,256 54,598 Proceeds from issuance of convertible debt, net of issuance costs 225,018 - Proceeds from offering of class A common stock, net of offering expenses 218,781 - Cash paid for repurchased convertible debt (75,636) (1,187) Cash paid for purchased options (97,336) - Proceeds from warrant transactions 71,001 - Proceeds from exercise of stock options 1,529 5,128 Excess tax benefits from stock- based award activity 17,649 40,696 Purchases of stock for tax withholding obligations on vested restricted stock (4,327) (6,682) ------ ------ Net cash provided by financing activities 549,935 92,553 Effects of exchange rate changes on cash and equivalents (3,568) (4,121) ------ ------ Net increase (decrease) in cash and cash equivalents 413,548 (82,883) Cash and cash equivalents at beginning of period 202,331 285,214 ------- Cash and cash equivalents at end of period $615,879 $202,331 ======== ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $21,722 Non-cash interest expense capitalized and added to the cost of qualified assets 4,964 8,930 Issuance of common stock for purchase acquisition 1,471 3,054 Issuance of common stock for repurchased convertible debt - 40 Change in goodwill relating to adjustments to acquired net assets - 1,176 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) (Presented on a GAAP Basis) Gross margin $110,977 $99,830 $40,678 Operating income (loss) $42,669 $46,248 $(9,034) Net income (loss) per share of class A and class B common stock: -Basic $0.09 $0.21 $0.16 -Diluted $0.09 $0.20 $0.16 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) (Presented on a GAAP Basis) Gross margin $32,235 $111,747 Operating income (loss) $(18,049) $55,178 Net income (loss) per share of class A and class B common stock: -Basic $(0.12) $0.34 -Diluted $(0.12) $0.33 (In thousands, except per share data) TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) (Presented on a GAAP Basis) Gross margin $283,720 $349,621 Operating income (loss) $61,834 $154,407 Net income (loss) per share of class A and class B common stock: -Basic $0.36 $1.10 -Diluted $0.36 $1.05 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) (Presented on a non-GAAP Basis) Gross margin $118,661 $107,299 $49,270 Operating income (loss) $60,271 $63,833 $8,380 Net income (loss) per share of class A and class B common stock: -Basic $0.48 $0.50 $0.09 -Diluted $0.47 $0.46 $0.09 (In thousands, except per share data) THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) (Presented on a non-GAAP Basis) Gross margin $36,424 $120,165 Operating income (loss) $(4,443) $77,899 Net income (loss) per share of class A and class B common stock: -Basic $(0.09) $0.68 -Diluted $(0.09) $0.66 (In thousands, except per share data) TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) (Presented on a non-GAAP Basis) Gross margin $311,654 $383,503 Operating income (loss) $128,041 $244,386 Net income (loss) per share of class A and class B common stock: -Basic $1.03 $2.22 -Diluted $1.01 $2.13
About SunPower's Non-GAAP Financial Measures
To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude non-cash charges related to amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense, non-cash gain on purchased options related to its convertible debt offering, and the related tax effects of these non-GAAP adjustments. The specific non-GAAP measures listed below are gross margin, operating income and net income per share. Management believes that each of these non-GAAP measures (gross margin, operating income and net income per share) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of these non-cash items. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense and a gain on purchased options related to its convertible debt offering. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP results should be reviewed together with the GAAP results and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.
o Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.
o Non-GAAP operating income. The use of this non-GAAP financial measure allows management to evaluate the operating results of the company's core businesses and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets and interest expense. In addition, it is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of the company's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.
o Non-GAAP net income per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess the company's operating results and trends across different reporting periods on a consistent basis, independent of non-cash items including amortization of intangible assets, stock-based compensation, impairment of long-lived assets, interest expense, a gain on purchased options related to its convertible debt offering and the tax effects of these non-GAAP adjustments. In addition, investors and analysts can compare SunPower's operating results on a more consistent basis against that of other companies in the industry. It should be noted that diluted weighted-average shares are determined on a GAAP basis and the resulting share count is used for computing both GAAP and Non-GAAP diluted net income per share.
Non-Cash Items
o Amortization of intangible assets. SunPower incurs amortization of intangible assets as a result of acquisitions, which includes in-process research and development, purchased technology, patents and trade names. SunPower excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from prior acquisitions and have no direct correlation to the operation of SunPower's core businesses.
o Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.
o Impairment of long-lived assets. SunPower incurred an impairment of long-lived assets in the first quarter of fiscal 2008, which relates to the discontinuation of its imaging detector product line. SunPower excluded this item because the expense is not reflective of its ongoing operating results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash expenses such as impairment of long-lived assets.
o Non-cash interest expense. Under new accounting guidance, SunPower separately accounts for the liability and equity components of its convertible debt in a manner that reflects interest expense equal to its non-convertible debt borrowing rate. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.
o Gain on purchased options related to SunPower's convertible debt offering. In connection with the issuance of its 4.75% senior convertible debentures in May 2009, SunPower entered into certain convertible debenture hedge transactions with respect to its class A common stock intended to reduce the potential dilution that would occur upon conversion of the debentures. The convertible debenture hedge transactions consisting of call option instruments are deemed to be a mark-to-market derivative during the period in which the over-allotment option in favor of the debenture underwriters is unexercised. SunPower entered into the underwriting agreement on April 28, 2009 and the debenture underwriters exercised the over-allotment option on April 29, 2009. During the one-day period that the underwriters' over-allotment option was outstanding, SunPower's class A common stock price increased substantially. SunPower excluded the $21.2 million gain relating to the purchased options from its non-GAAP results because it was not realized in cash and it is not reflective of the company's ongoing financial results. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash income from a gain on purchased options.
o Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income per share.
For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP results of operations measures to non-GAAP measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.
SUNPOWER CORPORATION RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES (Unaudited) (In thousands, except per share data) STATEMENT OF OPERATIONS DATA: THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) GAAP gross margin $110,977 $99,830 $40,678 Amortization of intangible assets 2,807 2,802 2,795 Stock-based compensation expense 4,243 4,302 4,557 Impairment of long- lived assets - - - Non-cash interest expense 634 365 1,240 --- --- ----- Non-GAAP gross margin $118,661 $107,299 $49,270 ======== ======== ======= GAAP operating income (loss) $42,669 $46,248 $(9,034) Amortization of intangible assets 4,178 4,146 4,098 Stock-based compensation expense 12,790 13,074 12,076 Impairment of long- lived assets - - - Non-cash interest expense 634 365 1,240 --- --- ----- Non-GAAP operating income (loss) $60,271 $63,833 $8,380 ======= ======= ====== THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) GAAP gross margin $32,235 $111,747 Amortization of intangible assets 2,793 2,930 Stock-based compensation expense 896 5,171 Impairment of long- lived assets - - Non-cash interest expense 500 317 --- --- Non-GAAP gross margin $36,424 $120,165 ======= ======== GAAP operating income (loss) $(18,049) $55,178 Amortization of intangible assets 4,052 4,210 Stock-based compensation expense 9,054 18,194 Impairment of long- lived assets - - Non-cash interest expense 500 317 --- --- Non-GAAP operating income (loss) $(4,443) $77,899 ======= ======= TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) GAAP gross margin $283,720 $349,621 Amortization of intangible assets 11,197 11,996 Stock-based compensation expense 13,998 18,889 Impairment of long- lived assets - 2,203 Non-cash interest expense 2,739 794 ----- --- Non-GAAP gross margin $311,654 $383,503 ======== ======== GAAP operating income (loss) $61,834 $154,407 Amortization of intangible assets 16,474 16,762 Stock-based compensation expense 46,994 70,220 Impairment of long- lived assets - 2,203 Non-cash interest expense 2,739 794 ----- --- Non-GAAP operating income (loss) $128,041 $244,386 ======== ======== NET INCOME PER SHARE: THREE MONTHS ENDED ------------------ Jan. 3, Sep. 27, Jun. 28, 2010 2009 2009 ---- ---- ---- (As (As Restated) Restated) Basic: ------ GAAP net income (loss) per share $0.09 $0.21 $0.16 Reconciling items: Amortization of intangible assets 0.04 0.04 0.04 Stock-based compensation expense 0.13 0.14 0.13 Impairment of long- lived assets - - - Non-cash interest expense 0.06 0.06 0.06 Gain on purchased options - - (0.23) Tax effect 0.16 0.05 (0.07) ---- ---- ----- Non-GAAP net income (loss) per share $0.48 $0.50 $0.09 ===== ===== ===== Diluted: GAAP net income (loss) per share $0.09 $0.20 $0.16 Reconciling items: Amortization of intangible assets 0.04 0.04 0.04 Stock-based compensation expense 0.13 0.12 0.13 Impairment of long- lived assets - - - Non-cash interest expense 0.06 0.05 0.06 Gain on purchased options - - (0.23) Tax effect 0.15 0.05 (0.07) ---- ---- ----- Non-GAAP net income (loss) per share $0.47 $0.46 $0.09 ===== ===== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 Non-GAAP net income (loss) per share: - Basic 94,910 94,668 90,873 - Diluted 96,447 105,031 92,640 THREE MONTHS ENDED ------------------ Mar. 29, Dec. 28, 2009 2008 ---- ---- (As (As Restated) Restated) Basic: ------ GAAP net income (loss) per share $(0.12) $0.34 Reconciling items: Amortization of intangible assets 0.05 0.05 Stock-based compensation expense 0.11 0.22 Impairment of long- lived assets - - Non-cash interest expense 0.06 0.05 Gain on purchased options - - Tax effect (0.19) 0.02 ----- ---- Non-GAAP net income (loss) per share $(0.09) $0.68 ====== ===== Diluted: GAAP net income (loss) per share $(0.12) $0.33 Reconciling items: Amortization of intangible assets 0.05 0.05 Stock-based compensation expense 0.11 0.21 Impairment of long- lived assets - - Non-cash interest expense 0.06 0.05 Gain on purchased options - - Tax effect (0.19) 0.02 ----- ---- Non-GAAP net income (loss) per share $(0.09) $0.66 ====== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 83,749 83,244 - Diluted 83,749 85,356 Non-GAAP net income (loss) per share: - Basic 83,749 83,244 - Diluted 83,749 85,356 TWELVE MONTHS ENDED ------------------- Jan. 3, Dec. 28, 2010 2008 ---- ---- (As Restated) Basic: ------ GAAP net income (loss) per share $0.36 $1.10 Reconciling items: Amortization of intangible assets 0.18 0.21 Stock-based compensation expense 0.51 0.86 Impairment of long- lived assets - 0.03 Non-cash interest expense 0.24 0.21 Gain on purchased options (0.23) - Tax effect (0.03) (0.19) ----- ----- Non-GAAP net income (loss) per share $1.03 $2.22 ===== ===== Diluted: GAAP net income (loss) per share $0.36 $1.05 Reconciling items: Amortization of intangible assets 0.18 0.20 Stock-based compensation expense 0.50 0.83 Impairment of long- lived assets - 0.03 Non-cash interest expense 0.24 0.20 Gain on purchased options (0.23) - Tax effect (0.04) (0.18) ----- ----- Non-GAAP net income (loss) per share $1.01 $2.13 ===== ===== Weighted- average shares: GAAP net income (loss) per share: - Basic 91,050 80,522 - Diluted 92,746 83,947 Non-GAAP net income (loss) per share: - Basic 91,050 80,522 - Diluted 92,746 83,947
The following supplemental data represents the individual charges and credits that are excluded from SunPower's non-GAAP financial measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.
SUPPLEMENTAL DATA (In thousands) THREE MONTHS ENDED ------------------ January 3, 2010 --------------- Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $966 $ - Stock-based compensation expense 1,004 3,239 1,647 Non-cash interest expense 186 448 - Tax effect - - - --- --- --- $3,031 $4,653 $1,647 ====== ====== ====== THREE MONTHS ENDED ------------------ January 3, 2010 --------------- Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,371 $ - $ - Stock- based compensation expense 6,900 - - Non-cash interest expense - 5,110 - Tax effect - - 14,540 --- --- ------ $8,271 $5,110 $14,540 ====== ====== ======= September 27, 2009 ------------------ Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $961 $ - Stock-based compensation expense 1,494 2,808 1,736 Non-cash interest expense 87 278 - Tax effect - - - --- --- --- $3,422 $4,047 $1,736 ====== ====== ====== September 27, 2009 ------------------ Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,344 $ - $ - Stock- based compensation expense 7,036 - - Non-cash interest expense - 4,885 - Tax effect - - 4,928 --- --- ----- $8,380 $4,885 $4,928 ====== ====== ====== June 28, 2009 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $954 $ - Stock-based compensation expense 1,474 3,083 1,566 Non-cash interest expense 347 893 - Gain on purchased options - - - Tax effect - - - --- --- --- $3,662 $4,930 $1,566 ====== ====== ====== June 28, 2009 Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,303 $ - $ - Stock- based compensation expense 5,953 - - Non-cash interest expense - 4,675 - Gain on purchased options - (21,193) - Tax effect - - (7,009) --- --- ------ $7,256 $(16,518) $(7,009) ====== ======== ======= March 29, 2009 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $952 $ - Stock-based compensation expense 298 598 1,347 Non-cash interest expense 230 270 - Tax effect - - - --- --- --- $2,369 $1,820 $1,347 ====== ====== ====== March 29, 2009 Interest Selling, and Income general other tax income and (expense), provision administrative net (benefit) Amortization of intangible assets $1,259 $ - $ - Stock- based compensation expense 6,811 - - Non-cash interest expense - 4,521 - Tax effect - - (16,161) --- --- ------- $8,070 $4,521 $(16,161) ====== ====== ======== December 28, 2008 Research Gross Margin and Systems Components development Amortization of intangible assets $1,841 $1,089 $ - Stock-based compensation expense 3,084 2,087 1,218 Non-cash interest expense 86 231 - Tax effect - - - --- --- --- $5,011 $3,407 $1,218 ====== ====== ====== December 28, 2008 Interest Selling, and Income general other tax income and (expense), administrative net provision Amortization of intangible assets $1,280 $ - $ - Stock- based compensation expense 11,805 - - Non-cash interest expense - 3,875 - Tax effect - - 1,949 --- --- ----- $13,085 $3,875 $1,949 ======= ====== ====== TWELVE MONTHS ENDED January 3, 2010 Research Gross Margin and Systems Components development Amortization of intangible assets $7,364 $3,833 $ - Stock-based compensation expense 4,270 9,728 6,296 Non-cash interest expense 850 1,889 - Gain on purchased options - - - Tax effect - - - --- --- --- $12,484 $15,450 $6,296 ======= ======= ====== TWELVE MONTHS ENDED January 3, 2010 Selling, Interest Income general and other tax income and (expense), administrative net provision Amortization of intangible assets $5,277 $ - $ - Stock- based compensation expense 26,700 - - Non-cash interest expense - 19,191 - Gain on purchased options - (21,193) - Tax effect - - (3,702) --- --- ------ $31,977 $(2,002) $(3,702) ======= ======= ======= December 28, 2008 Research Gross Margin and Systems Components development Amortization of intangible assets $7,691 $4,305 $ - Stock-based compensation expense 10,745 8,144 3,988 Impairment of long- lived assets - 2,203 - Non-cash interest expense 287 507 - Tax effect - - - --- --- --- $18,723 $15,159 $3,988 ======= ======= ====== December 28, 2008 Selling, Interest Income general and other tax income and (expense), administrative net provision Amortization of intangible assets $4,766 $ - $ - Stock-based compensation expense 47,343 - - Impairment of long-lived assets - - - Non-cash interest expense - 16,115 - Tax effect - - (14,896) --- --- ------- $52,109 $16,115 $(14,896) ======= ======= ======== SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $177,858 $(2,882) $174,976 Components 223,109 - 223,109 ------- --- ------- 400,967 (2,882) 398,085 ------- ------ ------- Cost of revenue: Cost of systems revenue 142,591 (2,861) 139,730 Cost of components revenue 147,045 (437) 146,608 ------- ---- ------- 289,636 (3,298) 286,338 Gross margin 111,331 416 111,747 Operating expenses: Research and development 5,970 - 5,970 Selling, general and administrative 50,599 - 50,599 ------ --- ------ Total operating expenses 56,569 - 56,569 ------ --- ------ Operating income 54,762 416 55,178 Other income (expense), net (20,741) (998) (21,739) ------- ---- ------- Income before income taxes and equity in earnings of unconsolidated investees 34,021 (582) 33,439 Provision for income taxes 12,742 508 13,250 ------ --- ------ Income before equity in earnings of unconsolidated investees 21,279 (1,090) 20,189 Equity in earnings of unconsolidated investees 10,071 (1,800) 8,271 ------ ------ ----- Net income $31,350 $(2,890) $28,460 ======= ======= ======= Net income per share of class A and class B common stock: Basic $0.37 $(0.03) $0.34 Diluted $0.36 $(0.03) $0.33 Weighted-average shares: Basic 83,244 83,244 Diluted 85,356 85,356 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $820,632 $2,675 $823,307 Components 614,287 - 614,287 ------- --- ------- 1,434,919 2,675 1,437,594 --------- ----- --------- Cost of revenue: Cost of systems revenue 653,907 5,845 659,752 Cost of components revenue 418,333 9,888 428,221 ------- ----- ------- 1,072,240 15,733 1,087,973 Gross margin 362,679 (13,058) 349,621 Operating expenses: Research and development 21,474 - 21,474 Selling, general and administrative 173,740 - 173,740 ------- --- ------- Total operating expenses 195,214 - 195,214 ------- --- ------- Operating income 167,465 (13,058) 154,407 Other income (expense), net (38,338) - (38,338) ------- --- ------- Income before income taxes and equity in earnings of unconsolidated investees 129,127 (13,058) 116,069 Provision for income taxes 44,017 (3,399) 40,618 ------ ------ ------ Income before equity in earnings of unconsolidated investees 85,110 (9,659) 75,451 Equity in earnings of unconsolidated investees 14,077 - 14,077 ------ --- ------ Net income $99,187 $(9,659) $89,528 ======= ======= ======= Net income per share of class A and class B common stock: Basic $1.22 $(0.12) $1.10 Diluted $1.17 $(0.12) $1.05 Weighted- average shares: Basic 80,522 80,522 Diluted 83,947 83,947 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended March 29, 2009 ------------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $106,097 $(2,144) $103,953 Components 107,690 - 107,690 ------- --- ------- 213,787 (2,144) 211,643 ------- ------ ------- Cost of revenue: Cost of systems revenue 88,351 6,973 95,324 Cost of components revenue 77,688 6,396 84,084 ------ ----- ------ 166,039 13,369 179,408 Gross margin 47,748 (15,513) 32,235 Operating expenses: Research and development 7,964 (84) 7,880 Selling, general and administrative 42,283 121 42,404 ------ --- ------ Total operating expenses 50,247 37 50,284 ------ --- ------ Operating income (loss) (2,499) (15,550) (18,049) Other income (expense) Gain on purchased options - - - Interest and other income (expense), net (12,094) - (12,094) ------- --- ------- Other income (expense), net (12,094) - (12,094) ------- --- ------- Income (loss) before income taxes and equity in earnings of unconsolidated investees (14,593) (15,550) (30,143) Provision for (benefit from) income taxes (8,562) (10,634) (19,196) ------ ------- ------- Income (loss) before equity in earnings of unconsolidated investees (6,031) (4,916) (10,947) Equity in earnings of unconsolidated investees 1,245 - 1,245 ----- --- ----- Net income (loss) $(4,786) $(4,916) $(9,702) ======= ======= ======= Net income (loss) per share of class A and class B common stock: Basic $(0.06) $(0.06) $(0.12) Diluted $(0.06) $(0.06) $(0.12) Weighted- average shares: Basic 83,749 83,749 Diluted 83,749 83,749 Three Months Ended June 28, 2009 ---------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $108,724 $1,697 $110,421 Components 188,920 - 188,920 ------- --- ------- 297,644 1,697 299,341 ------- ----- ------- Cost of revenue: Cost of systems revenue 91,793 4,243 96,036 Cost of components revenue 147,388 15,239 162,627 ------- ------ ------- 239,181 19,482 258,663 Gross margin 58,463 (17,785) 40,678 Operating expenses: Research and development 6,853 84 6,937 Selling, general and administrative 41,755 1,020 42,775 ------ ----- ------ Total operating expenses 48,608 1,104 49,712 ------ ----- ------ Operating income (loss) 9,855 (18,889) (9,034) Other income (expense) Gain on purchased options 21,193 - 21,193 Interest and other income (expense), net (5,956) - (5,956) ------ --- ------ Other income (expense), net 15,237 - 15,237 ------ --- ------ Income (loss) before income taxes and equity in earnings of unconsolidated investees 25,092 (18,889) 6,203 Provision for (benefit from) income taxes 4,054 (9,277) (5,223) ----- ------ ------ Income (loss) before equity in earnings of unconsolidated investees 21,038 (9,612) 11,426 Equity in earnings of unconsolidated investees 3,133 - 3,133 ----- --- ----- Net income (loss) $24,171 $(9,612) $14,559 ======= ======= ======= Net income (loss) per share of class A and class B common stock: Basic $0.27 $(0.11) $0.16 Diluted $0.26 $(0.10) $0.16 Weighted- average shares: Basic 90,873 90,873 Diluted 98,412 92,640 Three Months Ended September 27, 2009 ------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Revenue: Systems $168,412 $(946) $167,466 Components 297,895 - 297,895 ------- --- ------- 466,307 (946) 465,361 ------- ---- ------- Cost of revenue: Cost of systems revenue 144,859 (2,789) 142,070 Cost of components revenue 232,164 (8,703) 223,461 ------- ------ ------- 377,023 (11,492) 365,531 Gross margin 89,284 10,546 99,830 Operating expenses: Research and development 8,250 - 8,250 Selling, general and administrative 46,473 (1,141) 45,332 ------ ------ ------ Total operating expenses 54,723 (1,141) 53,582 ------ ------ ------ Operating income (loss) 34,561 11,687 46,248 Other income (expense) Gain on purchased options - - - Interest and other income (expense), net (9,269) - (9,269) ------ --- ------ Other income (expense), net (9,269) - (9,269) ------ --- ------ Income (loss) before income taxes and equity in earnings of unconsolidated investees 25,292 11,687 36,979 Provision for (benefit from) income taxes 15,088 4,874 19,962 ------ ----- ------ Income (loss) before equity in earnings of unconsolidated investees 10,204 6,813 17,017 Equity in earnings of unconsolidated investees 2,627 - 2,627 ----- --- ----- Net income (loss) $12,831 $6,813 $19,644 ======= ====== ======= Net income (loss) per share of class A and class B common stock: Basic $0.14 $0.07 $0.21 Diluted $0.13 $0.07 $0.20 Weighted- average shares: Basic 94,668 94,668 Diluted 96,319 105,031 SUNPOWER CORPORATION NON-GAAP MEASURES (In thousands, except per share data) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $119,749 $416 $120,165 Operating income $77,483 $416 $77,899 Net income per share of class A and class B common stock: Basic $0.71 $(0.03) $0.68 Diluted $0.69 $(0.03) $0.66 Weighted-average shares: Basic 83,244 83,244 Diluted 85,356 85,356 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $396,561 $(13,058) $383,503 Operating income $257,444 $(13,058) $244,386 Net income per share of class A and class B common stock: Basic $2.33 $(0.11) $2.22 Diluted $2.24 $(0.11) $2.13 Weighted-average shares: Basic 80,522 80,522 Diluted 83,947 83,947 (1) Includes retrospective application for adoption of new accounting guidance for convertible debt instruments that may be settled in cash upon conversion. SUNPOWER CORPORATION NON-GAAP MEASURES (In thousands, except per share data) (Unaudited) Three Months Ended March 29, 2009 ----------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $51,864 $(15,440) $36,424 Operating income (loss) $11,536 $(15,979) $(4,443) Net income (loss) per share of class A and class B common stock: Basic $0.05 $(0.14) $(0.09) Diluted $0.05 $(0.14) $(0.09) Weighted- average shares: Basic 83,749 83,749 Diluted 85,579 83,749 Three Months Ended June 28, 2009 ---------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $67,128 $(17,858) $49,270 Operating income (loss) $26,840 $(18,460) $8,380 Net income (loss) per share of class A and class B common stock: Basic $0.25 $(0.16) $0.09 Diluted $0.24 $(0.15) $0.09 Weighted- average shares: Basic 90,873 90,873 Diluted 98,412 92,640 Three Months Ended September 27, 2009 ------------------ As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Gross margin $96,753 $10,546 $107,299 Operating income (loss) $52,146 $11,687 $63,833 Net income (loss) per share of class A and class B common stock: Basic $0.42 $0.08 $0.50 Diluted $0.42 $0.04 $0.46 Weighted- average shares: Basic 94,668 94,668 Diluted 96,319 105,031 SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended December 28, 2008 --------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income $31,350 $(2,890) $28,460 Adjustments to reconcile net income to net cash provided by operating activities: Stock- based compensation 18,194 - 18,194 Depreciation 18,376 - 18,376 Amortization of other intangible assets 4,210 - 4,210 Impairment of investments and long- lived assets 4,475 - 4,475 Non-cash interest expense 4,192 - 4,192 Amortization of debt issuance costs 537 - 537 Equity in earnings of unconsolidated investees (10,071) 1,800 (8,271) Excess tax benefits from stock- based award activity (7,625) (4,464) (12,089) Deferred income taxes and other tax liabilities (8,975) 508 (8,467) Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable (2,251) - (2,251) Costs and estimated earnings in excess of billings 26,380 4,489 30,869 Inventories (50,698) (9,584) (60,282) Prepaid expenses and other assets (32,154) (3) (32,157) Advances to suppliers (17,805) - (17,805) Accounts payable and other accrued liabilities 70,703 2,737 73,440 Billings in excess of costs and estimated earnings 2,641 2,860 5,501 Customer advances (5,759) - (5,759) ------ --- ------ Net cash provided by operating activities 45,720 (4,547) 41,173 Cash flows from investing activities: Iincrease in restricted cash and cash equivalents (65,237) - (65,237) Purchases of property, plant and equipment (115,247) 84 (115,163) Purchases of available- for-sale securities - - - Proceeds from sales or maturities of available- for-sale securities 21,885 - 21,885 Cash paid for acquisitions, net of cash acquired - - - Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash used in investing activities (158,599) 84 (158,515) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,598 - 54,598 Cash paid for repurchased convertible debt (1,187) - (1,187) Proceeds from exercise of stock options 1,342 - 1,342 Excess tax benefits from stock- based award activity 7,625 4,464 12,089 Purchases of stock for tax withholding obligations on vested restricted stock (829) - (829) ---- --- ---- Net cash provided by financing activities 61,549 4,464 66,013 Effects of exchange rate changes on cash and equivalents (2,955) - (2,955) ------ --- ------ Net increase (decrease) in cash and cash equivalents (54,285) - (54,285) Cash and cash equivalents at beginning of period 256,616 - 256,616 ------- --- ------- Cash and cash equivalents at end of period $202,331 $ - $202,331 ======== === === ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 2,563 - 2,563 Issuance of common stock for purchase acquisition - - - Issuance of common stock for repurchased convertible debt 40 - 40 Change in goodwill relating to adjustments to acquired net assets 945 - 945 Twelve Months Ended December 28, 2008 ---------------------------- As Previously Reported, As Adjusted As (1) Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income $99,187 $(9,659) $89,528 Adjustments to reconcile net income to net cash provided by operating activities: Stock- based compensation 70,220 - 70,220 Depreciation 54,117 356 54,473 Amortization of other intangible assets 16,762 - 16,762 Impairment of investments and long- lived assets 7,611 - 7,611 Non-cash interest expense 16,909 - 16,909 Amortization of debt issuance costs 2,148 - 2,148 Equity in earnings of unconsolidated investees (14,077) - (14,077) Excess tax benefits from stock- based award activity (41,524) 828 (40,696) Deferred income taxes and other tax liabilities 20,763 (3,400) 17,363 Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable (57,575) - (57,575) Costs and estimated earnings in excess of billings 8,680 576 9,256 Inventories (98,999) 3,287 (95,712) Prepaid expenses and other assets (61,790) 2,506 (59,284) Advances to suppliers 1,297 - 1,297 Accounts payable and other accrued liabilities 147,216 2,862 150,078 Billings in excess of costs and estimated earnings (57,423) 3,828 (53,595) Customer advances 40,125 - 40,125 ------ --- ------ Net cash provided by operating activities 153,647 1,184 154,831 Cash flows from investing activities: Iincrease in restricted cash and cash equivalents (107,390) - (107,390) Purchases of property, plant and equipment (265,549) (356) (265,905) Purchases of available- for-sale securities (65,748) - (65,748) Proceeds from sales or maturities of available- for-sale securities 155,833 - 155,833 Cash paid for acquisitions, net of cash acquired (18,311) - (18,311) Cash paid for investments in joint ventures and other non- public companies (24,625) - (24,625) ------- --- ------- Net cash used in investing activities (325,790) (356) (326,146) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,598 - 54,598 Cash paid for repurchased convertible debt (1,187) - (1,187) Proceeds from exercise of stock options 5,128 - 5,128 Excess tax benefits from stock- based award activity 41,524 (828) 40,696 Purchases of stock for tax withholding obligations on vested restricted stock (6,682) - (6,682) ------ --- ------ Net cash provided by financing activities 93,381 (828) 92,553 Effects of exchange rate changes on cash and equivalents (4,121) - (4,121) ------ --- ------ Net increase (decrease) in cash and cash equivalents (82,883) - (82,883) Cash and cash equivalents at beginning of period 285,214 - 285,214 ------- --- ------- Cash and cash equivalents at end of period $202,331 $ - $202,331 ======== === === ======== Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $28,485 $(6,763) $21,722 Non-cash interest expense capitalized and added to the cost of qualified assets 8,930 - 8,930 Issuance of common stock for purchase acquisition 3,054 - 3,054 Issuance of common stock for repurchased convertible debt 40 - 40 Change in goodwill relating to adjustments to acquired net assets 1,176 - 1,176 (1) Includes retrospective application for adoption of new accounting guidance for convertible debt instruments that may be settled in cash upon conversion. SUNPOWER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 29, 2009 --------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $(4,786) $(4,916) $(9,702) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 9,483 (429) 9,054 Depreciation 18,365 - 18,365 Amortization of other intangible assets 4,052 - 4,052 Impairment of investments and long- lived assets 1,318 - 1,318 Non-cash interest expense 5,021 - 5,021 Amortization of debt issuance costs 537 - 537 Gain on purchased options - - - Equity in earnings of unconsolidated investees (1,245) - (1,245) Excess tax benefits from stock- based award activity - - - Deferred income taxes and other tax liabilities (6,369) (10,634) (17,003) Changes in operating assets and liabilities, net of effect of acquisitions: - Accounts receivable 40,931 - 40,931 Costs and estimated earnings in excess of billings (3,797) 619 (3,178) Inventories (95,870) 9,821 (86,049) Prepaid expenses and other assets 11,913 (242) 11,671 Advances to suppliers 7,993 - 7,993 Accounts payable and other accrued liabilities (27,199) 2,401 (24,798) Billings in excess of costs and estimated earnings (4,612) 4,700 88 Customer advances (8,860) (1,320) (10,180) ------ ------ ------- Net cash provided by (used in) operating activities (53,125) - (53,125) Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (9,185) - (9,185) Purchases of property, plant and equipment (52,101) - (52,101) Proceeds from sale of equipment to third- party - - - Proceeds from sales or maturities of available- for-sale securities 18,177 - 18,177 Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash provided by (used in) investing activities (43,109) - (43,109) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 51,232 - 51,232 Proceeds from issuance of convertible debt, net of issuance costs - - - Proceeds from offering of class A common stock, net of offering expenses - - - Cash paid for repurchased convertible debt - - - Cash paid for purchased options - - - Proceeds from warrant transactions - - - Proceeds from exercise of stock options 396 - 396 Excess tax benefits from stock- based award activity - - - Purchases of stock for tax withholding obligations on vested restricted stock (2,359) - (2,359) ------ --- ------ Net cash provided by financing activities 49,269 - 49,269 Effects of exchange rate changes on cash and equivalents (6,256) - (6,256) ------ --- ------ Net increase (decrease) in cash and cash equivalents (53,221) - (53,221) Cash and cash equivalents at beginning of period 202,331 - 202,331 ------- --- ------- Cash and cash equivalents at end of period $149,110 $ - $149,110 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $22,571 $(3,791) $18,780 Non-cash interest expense capitalized and added to the cost of qualified assets 2,073 - 2,073 Issuance of common stock for purchase acquisition - - - Three Months Ended June 28, 2009 -------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $24,171 $(9,612) $14,559 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 11,647 429 12,076 Depreciation 20,569 - 20,569 Amortization of other intangible assets 4,098 - 4,098 Impairment of investments and long- lived assets 489 - 489 Non-cash interest expense 5,915 - 5,915 Amortization of debt issuance costs 1,184 - 1,184 Gain on purchased options (21,193) - (21,193) Equity in earnings of unconsolidated investees (3,133) - (3,133) Excess tax benefits from stock- based award activity (2,610) 2,610 - Deferred income taxes and other tax liabilities (3,505) (9,277) (12,782) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (65,422) - (65,422) Costs and estimated earnings in excess of billings 23,168 (1,911) 21,257 Inventories 87,807 4,323 92,130 Prepaid expenses and other assets (35,291) 1,540 (33,751) Advances to suppliers 13,449 297 13,746 Accounts payable and other accrued liabilities (101,114) 21,419 (79,695) Billings in excess of costs and estimated earnings 42,968 (8,528) 34,440 Customer advances 774 1,320 2,094 --- ----- ----- Net cash provided by (used in) operating activities 3,971 2,610 6,581 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (33,151) - (33,151) Purchases of property, plant and equipment (59,566) - (59,566) Proceeds from sale of equipment to third- party 7,902 - 7,902 Proceeds from sales or maturities of available- for-sale securities 1,501 - 1,501 Cash paid for investments in joint ventures and other non- public companies - - - --- --- --- Net cash provided by (used in) investing activities (83,314) - (83,314) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 29,773 - 29,773 Proceeds from issuance of convertible debt, net of issuance costs 225,018 - 225,018 Proceeds from offering of class A common stock, net of offering expenses 218,895 - 218,895 Cash paid for repurchased convertible debt (67,949) - (67,949) Cash paid for purchased options (97,336) - (97,336) Proceeds from warrant transactions 71,001 - 71,001 Proceeds from exercise of stock options 442 - 442 Excess tax benefits from stock- based award activity 2,610 (2,610) - Purchases of stock for tax withholding obligations on vested restricted stock (763) - (763) ---- --- ---- Net cash provided by financing activities 381,691 (2,610) 379,081 Effects of exchange rate changes on cash and equivalents 5,377 - 5,377 ----- --- ----- Net increase (decrease) in cash and cash equivalents 307,725 - 307,725 Cash and cash equivalents at beginning of period 149,110 - 149,110 ------- --- ------- Cash and cash equivalents at end of period $456,835 $ - $456,835 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 1,510 - 1,510 Issuance of common stock for purchase acquisition 1,471 - 1,471 Three Months Ended September 27, 2009 ------------------------------------- As Previously As Reported Restatement Restated ----------- ----------- --------- Adjustments ----------- Cash flows from operating activities: Net income (loss) $12,831 $6,813 $19,644 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock- based compensation 13,074 - 13,074 Depreciation 21,414 - 21,414 Amortization of other intangible assets 4,146 - 4,146 Impairment of investments and long- lived assets 190 - 190 Non-cash interest expense 5,250 - 5,250 Amortization of debt issuance costs 733 - 733 Gain on purchased options - - - Equity in earnings of unconsolidated investees (2,627) - (2,627) Excess tax benefits from stock- based award activity (12,134) 5,007 (7,127) Deferred income taxes and other tax liabilities 10,151 4,874 15,025 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (18,794) - (18,794) Costs and estimated earnings in excess of billings (60,787) 716 (60,071) Inventories 28,977 (7,282) 21,695 Prepaid expenses and other assets 15,438 27 15,465 Advances to suppliers 3,435 - 3,435 Accounts payable and other accrued liabilities 98,997 (5,617) 93,380 Billings in excess of costs and estimated earnings (33,479) - (33,479) Customer advances (5,553) - (5,553) ------ --- ------ Net cash provided by (used in) operating activities 81,262 4,538 85,800 Cash flows from investing activities: Decrease (increase) in restricted cash and cash equivalents (103,247) - (103,247) Purchases of property, plant and equipment (38,426) 469 (37,957) Proceeds from sale of equipment to third- party 1,976 - 1,976 Proceeds from sales or maturities of available- for-sale securities 9,867 - 9,867 Cash paid for investments in joint ventures and other non- public companies (1,500) - (1,500) ------ --- ------ Net cash provided by (used in) investing activities (131,330) 469 (130,861) Cash flows from financing activities: Proceeds from issuance of long- term debt, net of issuance costs 54,701 - 54,701 Proceeds from issuance of convertible debt, net of issuance costs - - - Proceeds from offering of class A common stock, net of offering expenses (114) - (114) Cash paid for repurchased convertible debt (7,687) - (7,687) Cash paid for purchased options - - - Proceeds from warrant transactions - - - Proceeds from exercise of stock options 570 - 570 Excess tax benefits from stock- based award activity 12,134 (5,007) 7,127 Purchases of stock for tax withholding obligations on vested restricted stock (586) - (586) ---- --- ---- Net cash provided by financing activities 59,018 (5,007) 54,011 Effects of exchange rate changes on cash and equivalents 6,341 - 6,341 ----- --- ----- Net increase (decrease) in cash and cash equivalents 15,291 - 15,291 Cash and cash equivalents at beginning of period 456,835 - 456,835 ------- --- ------- Cash and cash equivalents at end of period $472,126 $ - $472,126 -------- --- -------- Non-cash transactions: Additions to property, plant and equipment included in accounts payable and other accrued liabilities $ - $ - $ - Non-cash interest expense capitalized and added to the cost of qualified assets 873 - 873 Issuance of common stock for purchase acquisition - - -
SOURCE SunPower Corp.
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